1437891 Alberta Ltd. Transfers Shares of Inventronics Limited to 2451320 Alberta Ltd., 2451335 Alberta Ltd., and C2DO Holding Ltd.
2022年9月9日 - 11:55AM
This press release is being issued in accordance with the early
warning requirements of applicable Canadian securities laws.
1437891 Alberta Ltd. (the "
Transferor")
transferred common shares ("
Inventronics Shares")
of Inventronics Limited ("
Inventronics") to each
of 2451320 Alberta Ltd., 2451335 Alberta Ltd., and C2DO Holding
Ltd. (each a "
Transferee", collectively the
"
Transferees").
The Transferees each received 868,750
Inventronics Shares for an aggregate amount of 2,606,250
Inventronics Shares transferred through a series of transactions
completed on a tax-deferred basis (the
"Transfers") in accordance with the provisions of
section 85 of the Income Tax Act (Canada).
The Transferees are corporations incorporated
pursuant to the provisions of the Business Corporations Act
(Alberta). Prior to the Transfers, each Transferee held zero (0)
Inventronics Shares representing 0% of the total issued and
outstanding Inventronics Shares and following the Transfers, each
Transferee holds 868,750 Inventronics Shares representing
approximately 18.1% of the total issued and outstanding
Inventronics Shares.
The Transferor is a corporation incorporated
pursuant to the provisions of the Business Corporations Act
(Alberta) which prior to the Transfers held 3,475,000 Inventronics
Shares representing approximately 72.3% of the total issued and
outstanding Inventronics Shares and following the Transfers holds
868,750 Inventronics Shares representing approximately 18.1% of the
total issued and outstanding Inventronics Shares.
Dan J. Stearne, Tracy Lee Dobson and Daniel C.
Y. O'Greysik ("Former Shareholders") were
previously shareholders of the Transferor each holding 25% of the
issued and outstanding common shares of the Transferor
("Transferor Shares"). The Transfers resulted in
the cancellation of the Transferor Shares, previously held by the
Former Shareholders. As a result, the Former Shareholders no longer
hold any shares or other securities in the Transferor and therefore
have no beneficial interest in the remaining Inventronics Shares
held by the Transferor. Each of the Former Shareholders is also a
director and officer of Inventronics.
Following the completion of the Transfers, the
Former Shareholders now hold Inventronics Shares through each of
their respective holding companies, being the Transferees. Dan
Stearne is the sole director and officer and holds 100% of the
outstanding voting equity shares of 2451320 Alberta Ltd. Tracy
Dobson is the sole director and officer and holds 100% of the
outstanding voting equity shares of 2451335 Alberta Ltd. Daniel
O'Greysik is the sole director and officer and holds 100% of the
outstanding voting equity shares of C2DO Holding Ltd. The remaining
shareholder of the Transferor now holds 100% of the voting equity
shares of the Transferor and therefore has an indirect beneficial
ownership in all of the remaining Inventronics Shares held by the
Transferor.
The purpose of the Transfers was to transfer the
Inventronics Shares on a tax-deferred basis such that each of the
Former Shareholders of the Transferor has direct control over the
Inventronics Shares in which they previously only had a beneficial
interest in through their respective ownership of the Transferor
Shares.
The Transfers were exempt from the requirements
for a formal take-over bid under Section 4.2 of National Instrument
62-104 – Take-Over Bids and Issuer Bids ("NI
61-104") as the following conditions were satisfied:
(a) |
purchases were made from not more than five persons in the
aggregate, |
|
|
(b) |
the bid was not made generally to holders of Inventronics
Shares, |
|
|
(c) |
the value of the consideration paid for the Inventronics Shares was
not greater than 115% of the market price (as determined under NI
62-104) of the Inventronics Shares. |
For additional information please see
the Early Warning Reports in relation to the Transfers which have
been filed on Inventronics' SEDAR profile at
www.sedar.com. A copy of the Early Warning
Reports may also be obtained by contacting:
Dan J. StearnePresident and CEOInventronics
Limiteddstearne@inventronics.com(204) 717-0487
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