Dominion Lending Centres Announces Final Results of its Substantial Issuer Bid
January 11 2022 - 6:19PM
Dominion Lending Centres Inc. (TSXV:DLCG) (“DLC” or the
“Corporation”) today announced the final results of its substantial
issuer bid to purchase for cancellation up to 3,000,000 of its
outstanding common shares ("Shares") at a price of $3.75 per Share
(the "Purchase Price"), for an aggregate purchase price not to
exceed $11,250,000 (the "Offer"). The Offer expired at 5:00 p.m.
Eastern time on January 11, 2021.
An aggregate of approximately 1,781,790 Shares
were validly tendered. In accordance with the terms and conditions
of the Offer, the Corporation has taken up 1,781,790 Shares at the
Purchase Price, for an aggregate cost of $6,681,713, excluding fees
and expenses relating to the Offer. After giving effect to the
Offer, 44,576,051 Shares remain outstanding.
The Corporation will make payment for the Shares
tendered and accepted for purchase by tendering the aggregate
purchase price to Olympia Trust Company, the depositary for the
Offer (the "Depositary"), in accordance with the Offer and
applicable laws and payment to the shareholders will be effected by
the Depositary. Payment for Shares will be made in cash, without
interest. Any Shares invalidly tendered or tendered and not
purchased will be returned to the tendering shareholder promptly by
the Depositary.
In order to fund the purchase of the tendered
Shares under the Offer, DLC will draw down $7.6 million on its
previously announced term loan, of which $4.56 million is available
to DLC to fund the Offer and $3.04 million will be paid as a pro
rata (40%) dividend to the holders of Preferred Shares. DLC will
use cash on hand to fund the balance of $2.12 million to complete
the purchase of tendered shares under the Offer. The remaining
credit available under the $20 million term loan will be
cancelled.
Tax Information
To assist shareholders in determining the tax
consequences of the Offer, the Corporation estimates that, for the
purposes of the Income Tax Act (Canada), the paid-up
capital per Share is $2.17. For Canadian federal income tax
purposes, a deemed dividend in the amount of $1.58 per Share
accordingly arises on the purchase of the Shares under the Offer.
The Corporation designates the entire amount of the deemed dividend
arising from such purchase as an "eligible dividend" for purposes
of the Income Tax Act (Canada) and any corresponding provincial and
territorial tax legislation. For the purposes of subsection 191(4)
of the Income Tax Act (Canada), the "specified amount" in respect
of each Share is $3.80. Shareholders should consult with their own
tax advisors with respect to the income tax consequences of the
disposition of their Shares under the Offer.
About Dominion Lending Centres
Inc.
The DLC Group is Canada’s leading network of
mortgage professionals. The DLC Group operates through Dominion
Lending Centres and its three main subsidiaries, MCC Mortgage
Centre Canada Inc., MA Mortgage Architects Inc. and Newton
Connectivity Systems Inc., and has operations across Canada. The
DLC Group’s extensive network includes ~7,500 agents and 515
locations. Headquartered in British Columbia, the DLC Group was
founded in 2006 by Gary Mauris and Chris Kayat.
Contact information for the Corporation is as
follows:
James BellCo-President403-560-0821jbell@dlcg.ca |
Robin BurpeeCo-Chief Financial
Officer403-455-9670rburpee@dlcg.ca |
Amar LeekhaSr. Vice-President, Capital
Markets403-455-6671aleekha@dlcg.ca |
NEITHER THE TSX VENTURE EXCHANGE NOR ITS
REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE
POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR
THE ADEQUACY OR ACCURACY OF THIS RELEASE.
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