TORONTO,
Sept. 13,
2024 /CNW/ - Cliffside Capital Ltd.
("Cliffside" or the "Company") (TSXV: CEP) announces
today the closing of the previously announced acquisition of the
Company by Cliffside Ltd. (the "Purchaser") pursuant to a
plan of arrangement under section 182 of the Business
Corporations Act (Ontario)
(the "Arrangement"). Pursuant to the Arrangement, the
Purchaser acquired all of the issued and outstanding common shares
of the Company (each, a "Common Share") for
consideration of $0.10 per Common
Share (the "Cash Consideration"), other than Common Shares
held by certain Shareholders that validly elected to receive common
shares in the capital of the Purchaser ("Purchaser Shares")
in exchange for their Common Shares (the "Share
Consideration" and, collectively with the Cash Consideration,
the "Consideration").
Shareholders holding 40,982,905 Common Shares
validly elected (or were deemed to have elected) to receive an
aggregate of $4,098,300 as Cash
Consideration and Shareholders holding 56,283,762 Common Shares
validly elected to receive, following a consolidation of the Common
Shares on the basis of one post-consolidation Common Share for each
1,000 pre-consolidation Common Shares, an aggregate of 56,281
Purchaser Shares as Share Consideration.
On September 11,
2024, the Company obtained a final order from the Ontario
Superior Court of Justice (Commercial List) approving the
Arrangement.
Registered shareholders are reminded that, in
order to receive the Consideration in exchange for their Common
Shares, they must complete, sign and return a letter of transmittal
and election form to Computershare Investor Services Inc. (the
"Depositary"), in its capacity as depositary under the
Arrangement, together with their certificate(s) or DRS advice(s)
representing their Common Shares. If you have any questions or
require further information regarding the procedures for receiving
the Consideration, please contact the Depositary: (i) by telephone
at 1-800-564-6253; or (ii) by email at
corporateactions@computershare.com.
Cliffside has agreed, in accordance with the
procedures and within the time limits set out in the plan of
arrangement, to make a joint election (a "Joint Tax
Election") under subsection 85(1) or subsection 85(2) of the
Income Tax Act (Canada)
(and any similar provision of any applicable provincial tax
legislation) with eligible Shareholders who dispose of Common
Shares in exchange for Share Consideration. Eligible Shareholders
who wish to make a Joint Tax Election must submit the information
and complete the documentation made available on Cliffside's
website at https://www.cliffsidecapital.ca/#news. Upon receipt of a
completed Joint Tax Election from Cliffside, the electing
Shareholder must sign the Joint Tax Election form and submit the
signed form to the relevant tax authorities within the time limits
prescribed by the relevant tax legislation. The Joint Tax Elections
are required to be submitted to Cliffside on or before March 13, 2025. Eligible Shareholders considering
making a Joint Tax Election should consult their investment and tax
advisors. Additional information can be found at
https://www.cliffsidecapital.ca/#news.
The Common Shares are expected to be delisted
from the TSX Venture Exchange ("TSXV") on or around market
close on September 15, 2024.
Following the delisting of the Common Shares, the Company also
intends to submit an application to cease to be a reporting issuer
in Alberta, British Columbia, and Ontario, being all of the jurisdictions in
which the Company is currently a reporting issuer, under applicable
Canadian securities laws.
Additional Information about the
Arrangement
Further details regarding the Arrangement and on
the above matters are set out in the management information
circular of the Company dated August 8,
2024, which is available on Cliffside's profile on SEDAR+ at
www.sedarplus.ca.
About Cliffside
Cliffside is focused on investing in strategic
partnerships with parties who have specialized expertise and a
proven track record in originating and serving loans and similar
types of financial assets. Cliffside's strategy is to generate
revenue as an investor, affording its shareholders an opportunity
to invest in the growing alternative lending sector with the
potential for attractive. For more information, see Cliffside's
filings on SEDAR+ at www.sedarplus.ca.
About Cliffside Ltd.
The Purchaser was incorporated on May 27, 2024 pursuant to the laws of the Province
of Ontario. The Purchaser was incorporated for the sole
purpose of completing the Arrangement and is controlled by
Michael Stein, a director and
Chairman of Cliffside. Its head office is located at 11
Church Street, Suite 200, Toronto,
Ontario, M5E 1W1.
Cautionary Notes
This press release contains certain
"forward-looking statements" under applicable Canadian securities
laws concerning the business, operations and financial performance
and condition of Cliffside. Except for statements of historical
fact relating to Cliffside, all statements included herein are
forward-looking statements. The words "believe", "expect",
"strategy", "target", "plan", "scheduled", "commitment",
"opportunities", "guidance", "project", "continue", "on track",
"estimate", "growth", "forecast", "potential", "future", "extend",
"planned", "will", "could", "would", "should", "may" and similar
expressions typically identify forward-looking statements. In
particular, this press release contains forward-looking statements
including, without limitation, the anticipated delisting of
the Common Shares from the TSXV and the Company ceasing to be a
reporting issuer under applicable Canadian securities
laws.
Forward-looking statements are not historical
facts, nor guarantees or assurances of future performance but
instead represent management's current beliefs, expectations,
estimates and projections regarding future events and operating
performance. Forward-looking statements are necessarily based on a
number of opinions, assumptions and estimates that, while
considered reasonable by the Company as of the date of this
release, are subject to inherent uncertainties, risks and changes
in circumstances that may differ materially from those contemplated
by the forward-looking statements.
Important factors that could cause actual
results to differ, possibly materially, from those indicated by the
forward-looking statements include, but are not limited to risk
factors identified under "Risk Factors" in the Company's latest
annual information form and management's discussion and analysis
for the year ended December 31, 2023,
in the Company's management's discussion and analysis for the
period ended June 30, 2024, and in
other periodic filings that the Company has made and may make in
the future with the securities commissions or similar regulatory
authorities in Canada, all of
which are available under the Company's SEDAR+ profile at
www.sedarplus.ca. These factors are not intended to
represent a complete list of the factors that could affect the
Company. However, such risk factors should be considered
carefully.
Readers, therefore, should not place undue
reliance on any such forward-looking statements. Further, these
forward-looking statements are made as of the date of this press
release and, except as expressly required by applicable law,
Cliffside disclaims any intention and undertakes no obligation to
update or revise any forward-looking statements whether as a result
of new information, future events or otherwise, except as required
under applicable Canadian securities laws. All of the
forward-looking statements contained in this release are expressly
qualified by the foregoing cautionary statements.
The TSXV has in no way passed upon the merits
of the proposed transaction and has neither approved nor
disapproved the contents of this news release. Neither the TSXV nor
its Regulation Service Provider (as that term is defined in the
policies of the TSXV) accepts responsibility for the adequacy or
accuracy of this release.
Contact Information
Praveen Gupta
Chief Financial Officer
(647) 776-5810
pgupta@cliffsidecapital.ca
SOURCE Cliffside Capital Ltd.