TORONTO,
May 30, 2012 /CNW/ - Spara
Acquisition One Corp. (the "Corporation") (TSXV: SAO.P)
announced today that SAO Special Finance Corp. ("Finco") has
completed a private placement for aggregate proceeds of
$1,968,865 (the
"Offering"). Finco is a corporation that was
established for the purpose of facilitating a private placement in
connection with the Corporation's proposed acquisition of all of
the issued and outstanding securities of STE (Clean Recycling and
Energy) plc ("STE") which was previously announced on
March 13, 2012 (the
"Transaction").
The Offering closed on May 29, 2012 and involved the sale by Finco of
875,051 subscription receipts at $2.25 per subscription receipt. In
connection with the closing of the Transaction, Finco is to be
acquired by the Corporation and each subscription receipt is to be
automatically exercised, without further payment, into one common
share and one common share purchase warrant of Finco, which shares
and warrants will be exchanged, on a one-for-one basis, into common
shares and warrants of the Corporation. Each warrant of the
Corporation ultimately received by subscribers will entitle the
holder to acquire one additional common share of the Corporation at
an exercise price of $3.00 per share,
until the date that is twenty-four (24) months following closing of
the Transaction, subject to adjustment in certain events. The
warrants are subject to an accelerated expiry if the common shares
of the Corporation trade at a volume weighted average price equal
to or greater than $3.75 for twenty
(20) consecutive trading days. The gross proceeds of the
Offering have been deposited in escrow pending completion of the
Transaction.
In connection with the Offering a group of
agents (the "Agents") led by Cormark Securities Inc. and GMP
Securities L.P. (collectively, the "Co-Lead Agents") are
entitled to receive, subject to a selling concession and other
adjustments, cash commissions equal to 6.0 % of the gross
proceeds from the sale of the subscription receipts and
agents' compensation warrants that, assuming completion of the
Transaction, will entitle the holders to acquire such number of
common shares of the Corporation as is equal to 6% of the number of
subscription receipts sold pursuant to the Offering, subject to a
selling concession and other adjustments, at an exercise price of
$2.25 until the date that is
twenty-four (24) months following closing of the Transaction. The
Agents' commission has been deposited in escrow on closing of the
Offering and will be released to the agents upon closing of the
Transaction.
If certain conditions (including all conditions
precedent to the Transaction having been met) are not satisfied
prior to 5:00 p.m. (EST) on the
earlier of: (i) August 10, 2012 or
such other date as the Corporation, Finco, STE and the Co-Lead
Agents (on behalf of the Agents) may agree in writing, and (ii) the
date on which either the Corporation and/or STE terminates the
Transaction prior to completion thereof, the gross proceeds of the
Offering, plus accrued interest, shall be used by the Corporation
to repurchase the subscription receipts for cancellation at a
repayment price per subscription receipt equal to the offering
price of $2.25 per subscription
receipt, plus a pro rata share of any interest earned on the
escrowed proceeds, less applicable withholding taxes, if any.
The closing of the Offering was one of the
material pre-conditions for the Corporation and STE to move forward
with the Transaction. The Corporation and STE are currently
negotiating the terms of a definitive agreement relating to the
Transaction and each has put certain matters relating to the
Transaction before their shareholders for approval. The
Transaction will be subject to regulatory approval, including the
approval of the TSX Venture Exchange (the "TSXV") and other
closing conditions.
Trading in the common shares of the Corporation
is halted at present. It is unlikely that trading will resume until
the Transaction is completed and approved by the TSXV.
Further details about the proposed Transaction and the combined
entity will be provided in a comprehensive press release when the
parties enter into a definitive agreement and in the filing
statement to be prepared and filed in respect of the
Transaction.
About Spara Acquisition One Corp.
The Corporation is a Capital Pool Company listed
on the TSX Venture Exchange (the "TSXV"). The
Corporation has not commenced commercial operations and has no
assets other than cash. The Transaction, if completed, will
constitute the Corporation's "Qualifying Transaction", as defined
in TSXV policies.
About STE (Clean Recycling and Energy)
plc
STE is a Jersey, Channel Islands domiciled
company, with a 100% owned UK based waste management business
focused on recycling and green energy operating under the trade
name Sterecycle®.
Further Information
Further details about the proposed transaction
and the combined entity will be provided in a comprehensive press
release when the parties enter into a definitive agreement and in
the filing statement to be prepared and filed in respect of the
Transaction.
Completion of the Transaction is subject to a
number of conditions, including but not limited to, TSXV acceptance
and if applicable pursuant to TSXV requirements, majority of the
minority shareholder approval. Where applicable, the Transaction
cannot close until the required shareholder approval is obtained.
There can be no assurance that the Transaction will be completed as
proposed or at all.
Investors are cautioned that, except as
disclosed in the filing statement to be prepared in connection with
the Transaction, any information released or received with respect
to the Transaction may not be accurate or complete and should not
be relied upon. Trading in the securities of a capital pool company
should be considered highly speculative.
The TSXV has in no way passed upon the merits of
the proposed transaction and has neither approved nor disapproved
the contents of this press release.
The Corporation will engage a sponsor in
connection with the Transaction if required in accordance with the
requirements of the TSXV.
Forward-Looking Statements
This press release contains forward-looking
statements and information based on current expectations.
These statements should not be read as guarantees of future
performance or results. Such statements involve known and unknown
risks, uncertainties and other factors that may cause actual
results, performance or achievements to be materially different
from those implied by such statements. Although such statements are
based on management's reasonable assumptions, there can be no
assurance that the Transaction will occur or that the escrow
release conditions will be met or that, if the Transaction does
occur, it will be completed on the terms described above.
Several forward-looking statements are made as of the date hereof
and we assume no responsibility to update or revise them to reflect
new events or circumstances.
Neither 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.
SOURCE Spara Acquisition One Corp.