Carrus Capital Corporation Announces Final Court Order for Plan of Arrangement, Share Distribution Record Date, and Share Con...
2014年4月12日 - 10:41AM
Marketwired Canada
Carrus Capital Corporation (the "Company" or "Carrus") (TSX VENTURE:CHQ) is
pleased to announce that on March 26, 2014, the Company obtained a final order
from the Supreme Court of British Columbia to the implementation of the plan of
arrangement.
The Company is also pleased to announce that it will be implementing the
approved spin-off of BioAB Strategies Ltd. ("BioAB"), BioDE Ventures Ltd.
("BioDE"), and BioHEP Technologies Ltd. ("BioHEP") to Carrus shareholders of
record on April 11, 2014 (the "Share Distribution Record Date"). No action is
required by Carrus shareholders in order to receive shares of BioAB, BioDE, and
BioHEP. Shareholders entitled to receive shares of BioAB, BioDE, and BioHEP will
receive a DRS advice reflecting their ownership, or their brokerage account will
be credited with the shares. A bulletin has been issued today from the TSX
Venture Exchange with respect to the distribution. The payable date is the same
as the Share Distribution Record Date of April 11, 2014.
Pursuant to the Arrangement, shareholders of Carrus will receive 1 BioAB share,
1 BioDE share and 1 BioHEP share (collectively referred to as the "Distributed
Shares") for every 5 Carrus Shares they hold as of the Share Distribution Record
Date of April 11, 2014.
The redemption price of the Carrus Class A Preferred Shares per share is equal
to $5,000/2,845,381 shares and the paid up capital of these Carrus Class A
Preferred Shares per share is equal to $5,000/2,845,381 shares. Therefore, every
5 shares of the Carrus Preferred Shares redeemed will result in a distribution
of 1 BioAB Share, 1 BioDE Share and 1 BioHEP Share to each shareholder. Thus,
the adjusted cost base for the Distributed Shares for each of the subsidiaries
will be equal to the total fair value of assets transferred, divided by the
total number of Distributed Shares (ie: $5,000/2,845,381 shares). As a result,
shareholders receiving the BioAB Shares, BioDE Shares and BioHEP Shares should
not experience any capital gain on redemption of the Carrus Class A Preferred
Shares. However, shareholders should seek their own professional advice in order
to determine the amount of capital gain, if any, they may experience on
redemption of the Carrus Class A Preferred Shares.
Spin-off of three wholly owned subsidiaries:
----------------------------------------------------------------------------
Carrus Capital Transfer from Transfer from Total fair value of
Corporation Carrus: Cash Carrus: transferred assets
(14,226,904 shares Pharmaceutical per subsidiary
as of record date) portfolio
Subsidiaries (1
share for every 5
Carrus shares held)
----------------------------------------------------------------------------
BioAB $5,000.00 MX-2401 antibiotic $5,000.00
(2,845,381 assets and
Distributed Shares) contracts ($Nil
value)
----------------------------------------------------------------------------
BioDE $5,000.00 Omiganan-based $5,000.00
(2,845,381 technologies with
Distributed Shares) anti-infective
properties, related
contracts, and
CLS001 ($Nil value)
----------------------------------------------------------------------------
BioHEP $5,000.00 SB-9000, Springbank $6,000.00
(2,845,381 shares, hepatitis
Distributed Shares) assets and
contracts ($1,000
value)
----------------------------------------------------------------------------
Aggregate Fair Market Value (Total)
(Aggregate Paid-up Capital - 14,226,904 Carrus Preferred $16,000.00
Shares)
----------------------------------------------------------------------------
In addition, the Company intends to consolidate its share capital concurrently
with the spin-off, and expects to receive director approval to consolidate its
share capital on the basis of one (1) new common share for every seven (7)
currently issued and outstanding common shares. Registered shareholders of the
Company will receive the letter of transmittal containing instructions on how to
obtain new share certificates of Carrus by mail. The letter of transmittal will
be posted on SEDAR under the Company's profile at www.sedar.com. The share
consolidation is subject to final acceptance from the TSX Venture Exchange.
The securities referred to in this news release have not been, nor will they be,
registered under the United States Securities Act of 1933, as amended, and may
not be offered or sold within the United States or to, or for the account or
benefit of, U.S. persons absent U.S. registration or an applicable exemption
from the U.S. registration requirements. This news release does not constitute
an offer for sale of securities for sale, nor a solicitation for offers to buy
any securities. Any public offering of securities in the United States must be
made by means of a prospectus containing detailed information about the company
and management, as well as financial statements.
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 news release.
FOR FURTHER INFORMATION PLEASE CONTACT:
Carrus Capital Corporation
Bruce Schmidt
Chief Executive Officer, Corporate Secretary & Director
604-760-0160
Carrus Capital Corporation (TSXV:CHQ)
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Carrus Capital Corporation (TSXV:CHQ)
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