TORONTO, Aug. 27, 2015 /CNW/ - Genterra Capital
Inc. (GIC – TSX-V) ("Genterra") is pleased to announce
that the special resolution (the "Arrangement Resolution")
authorizing its proposed plan of arrangement (the
"Arrangement") was approved today at the special meeting
(the "Special Meeting") of the holders of its common shares
(the "Genterra Shareholders"). The Arrangement Resolution was
approved by 99.16% of the Genterra Shareholders present in person
or represented by proxy at the Meeting, and by 95.55% of the
"minority shareholders" consisting of the Genterra Shareholders
other than those Genterra Shareholders who are, for the purposes of
voting on the Arrangement Resolution, "interested parties" within
the meaning of Multilateral Instrument 61-101 – Protection of
Minority Security Holders in Special Transactions ("MI 61-101")
or otherwise required to be excluded for the purposes of a vote on
the Arrangement Resolution under the requirements of MI 61-101 (the
"Interested Genterra Shareholders").
Under the Arrangement, Genterra will distribute approximately
28% of its wholly-owned subsidiary Gencan Capital Inc. (formerly
known as Genterra Energy Inc.) to the Genterra Shareholders other
than the Interested Genterra Shareholders. Under the terms of
the Arrangement, Genterra Shareholders, other than the Interested
Genterra Shareholders, will receive in respect of each Genterra
Share that they hold, the following consideration:
- Each Genterra Shareholder who holds less than 500 Genterra
Shares will receive Cdn$2.25 in cash
for each Genterra Share held; and
- Each Genterra Shareholder who holds 500 Genterra Shares or more
will receive Cdn$1.96 in cash and two
(2) Gencan Capital Inc.
Completion of the Arrangement remains subject to, among other
things, satisfaction of all conditions precedent and the final
approval of the Ontario Superior Court of Justice (Commercial
List). The hearing for the final court order to approve the
Arrangement is scheduled to take place on September 2, 2015 at the Courthouse, 330
University Avenue, Toronto,
Ontario. Assuming that all approvals are obtained and all
conditions precedent are satisfied or waived, Genterra currently
anticipates the closing of the Arrangement to occur around
mid-September 2015.
Further details regarding the Arrangement are set out in the
management information circular of Genterra dated July 21, 2015 which is available under Genterra's
issuer profile on SEDAR at www.sedar.com.
About Gencan Capital Inc. (formerly Genterra Energy
Inc.)
Gencan Capital is currently a wholly-owned subsidiary of
Genterra and conducts Genterra's solar energy operations. Gencan
Capital's primary asset is its significant interest in a Renewable
Power Solar Rooftop Photovoltaic System. Since August 2014, Gencan Capital has engaged in the
business of solar energy generation and installation of solar
energy generation equipment under a Feed-In-Tariff Contract with
the Ontario Power Authority.
About Genterra Capital Inc.
Genterra Capital Inc. is a Canadian management holding company
operating in Canada with interests
in rental real estate properties and solar energy generation
equipment located in Ontario,
Canada. The Company also invests a portion of its surplus
cash on hand in marketable securities and notes receivable.
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. This News Release includes certain
"forward- looking statements" which are not comprised of historical
facts. Forward-looking statements include estimates and statements
that describe the Company's future plans, objectives or goals,
including words to the effect that the Company or management
expects a stated condition or result to occur. Forward-looking
statements may be identified by such terms as "believes",
"anticipates", "expects", "estimates", "may", "could", "would",
"will", or "plan". Since forward-looking statements are based on
assumptions and address future events and conditions, by their very
nature they involve inherent risks and uncertainties. Although
these statements are based on information currently available to
the Company, the Company provides no assurance that actual results
will meet management's expectations. Risks, uncertainties and other
factors involved with forward-looking information could cause
actual events, results, performance, prospects and opportunities to
differ materially from those expressed or implied by such
forward-looking information. Although the Company believes that the
assumptions and factors used in preparing the forward-looking
information in this news release are reasonable, undue reliance
should not be placed on such information, which only applies as of
the date of this news release, and no assurance can be given that
such events will occur in the disclosed time frames or at all. 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, other than as required by
law.
Cautionary Note Regarding Forward-Looking Statements
Certain information in this press release may constitute
forward-looking information. This information is based on current
expectations that are subject to significant risks and
uncertainties that are difficult to predict. Actual results might
differ materially from results suggested in any forward-looking
statements. The Company assumes no obligation to update the
forward-looking statements, or update the reasons why actual
results could differ from those reflected in the forward
looking-statements unless and until required by securities laws
applicable to the Company. Additional information identifying risks
and uncertainties is contained in the Company's filings with the
Canadian Securities Regulators, which filings are available at
www.sedar.com.
SOURCE Genterra Capital Inc.