Terra Firma Capital Corporation Completes Plan of Arrangement
October 27 2023 - 4:35PM
Terra Firma Capital Corporation (“
Terra Firma” or
the “
Company”) (TSX-V: TII) today announced the
completion of the previously announced plan of arrangement pursuant
to which GM Capital Corp. (the “
Buyer”), a company
controlled by Y. Dov Meyer, the executive chairman of the Company
and Seth Greenspan, managing director of the Company, and their
respective associates, acquired all of the issued and outstanding
common shares of the Company (the “
Shares”) not
held by the Buyer at a price of C$7.30 in cash per Share (the
“
Transaction”).
With the completion of the Transaction, the
Shares are expected to be delisted from the TSX Venture Exchange
(“TSXV”) and Terra Firma will also cease to be a
reporting issuer under applicable Canadian securities law.
Shareholders who have questions or require
assistance submitting their Shares in connection with the
Transaction may direct their questions to Computershare Investor
Services Inc., who is acting as depositary in connection with the
Transaction, by phone toll-free at 1-800-564-6253 or by email at
corporateactions@computershare.com.
For more information on the Transaction, please
see the news releases issued by Terra Firma on August 31, 2023,
October 11, 2023 and October 19, 2023 along with the Company’s
management information circular dated September 20, 2023 prepared
in connection with the Transaction, all of which are available
under the Company’s SEDAR+ profile at www.sedarplus.com and on the
Company’s website at www.tfcc.ca.
Early Warning Reporting
Further to the requirements of National
Instrument 62-104 Take-Over Bids and Issuer Bids and National
Instrument 62-103 The Early Warning System and Related Take-Over
Bid and Insider Reporting Issues, the Buyer will file an early
warning report in accordance with applicable securities laws. A
copy of each of the early warning report will be made available on
the Company’s SEDAR+ profile at www.sedarplus.com.
Prior to the closing of the Transaction, the
Buyer, together with joint actors, held ownership and control over
434,433 Shares, representing 7.68% of the issued and outstanding
Shares of the Company. Upon completion of the Transaction, Buyer
currently holds (i) 5,654,134 New Common Shares and (ii) 181,000
New Preferred Shares (each as defined in the plan of arrangement
for the Transaction) of the Company, representing 100% of the
issued and outstanding shares of the Company. The aggregate
consideration paid by the Buyer for the Shares, excluding Shares
held by the Buyer, was approximately C$39,953,878. Following the
completion of the Transaction, the Company became a wholly-owned
subsidiary of the Buyer. The registered office address of the Buyer
is 102 Prue Avenue, Toronto, Ontario, M6B 1R5. The Buyer is a newly
created corporation for this Transaction and is incorporated under
the Business Corporations Act (Ontario).
About the Company
Terra Firma is a publicly traded real estate
finance company that provides real estate financings secured by
investment properties and real estate developments in the United
States and Canada. The Company focuses on arranging and providing
financing with flexible terms to real estate developers and owners
who require shorter-term loans to bridge a transitional period of
one to five years where they require capital at various stages of
development or redevelopment of a property. These loans are
typically repaid with lower cost, longer-term debt obtained from
other Canadian financial institutions once the applicable
transitional period is over or the redevelopment is complete, or
from proceeds generated from the sale of the real estate
assets.
More information about the Company is available
at www.tfcc.ca or under the Company’s profile on SEDAR+ at
www.sedarplus.com.
For more information from the
Company:
Terra Firma Capital CorporationShelley
OchoaChief Financial OfficerPhone: (416) 792-4707sochoa@tfcc.ca
For more information from the Buyer
(including a copy of the early warning report):
GM Capital Corp. Y. Dov Meyer – (416) 792-4709/
ydmeyer@tfcc.caSeth Greenspan – (416) 792-4708/
sgreenspan@tfcc.ca
The TSXV has neither approved nor disapproved
the contents of this press release. The TSXV does not accept
responsibility for the adequacy or accuracy of this press
release.
CAUTIONARY AND FORWARD-LOOKING
STATEMENTS
Certain statements contained in this news
release may constitute forward-looking information within the
meaning of applicable Canadian securities laws. Forward-looking
information is often, but not always, identified by the use of
words such as “anticipate”, “plan”, “expect”, “may”, “will”,
“intend”, “should”, and similar expressions. This information
involves known and unknown risks, uncertainties and other factors
that may cause actual results or events to differ materially from
those anticipated in such forward-looking information. Forward
looking information in this news release includes, but is not
limited to, the following: statements relating to the delisting of
Shares from the TSXV following closing of the Transaction; the
expectation that the Company will cease to be a reporting issuer
following closing of the Transaction; and statements relating to
other anticipated impacts of the Transaction.
The forward-looking information contained in
this news release is based on certain expectations and assumptions
made by the Company. Although the Company believes that the
expectations and assumptions on which the forward-looking
information contained in this news release is based are reasonable,
undue reliance should not be placed on the forward-looking
information because the Company can give no assurance that it will
prove to be correct. Since forward-looking information addresses
future events and conditions, by its very nature it involves
inherent risks and uncertainties. Actual results could differ
materially from those currently anticipated due to a number of
factors and risks. Additional factors and risks which may affect
the Company, its business and the achievement of the
forward-looking statements contained herein are described in the
Company’s annual information form and the Company’s management
discussion and analysis for the year ended December 31, 2022 and in
the other subsequent reports filed under the Company’s SEDAR+
profile on www.sedarplus.com.
The forward-looking information contained in
this news release represents the Company’s expectations as of the
date hereof and is subject to change after such date. The Company
disclaims any intention or obligation to update or revise any
forward-looking information whether as a result of new information,
future events or otherwise, except as required under applicable
Canadian securities laws.
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