Stone Investment Group Provides Update on Closing of Transaction With Starlight Capital and Extends the Cash Offer Period for Debentures to July 8
Toronto ON – June 30, 2022. Stone Investment Group Limited (“SIG” or the “Corporation“) announces an amendment to the arrangement agreement (the “Amended Agreement“) dated April 7, 2022 between SIG, Starlight Capital Investments LP (“Starlight Capital“), Stone-SIG Acquisition Limited (“SSAL“), 13613429 Canada Inc., and 13909841 Canada Inc., as amended May 6, 2022 (the “Arrangement Agreement“).
The Amended Agreement provides for (i) an extension to the Outside Date (as defined in the Arrangement Agreement) to July 8, 2022; (ii) a reduction in the assets under management (“AUM“) condition to $580 million (the “AUM Condition“); and (iii) the addition of a condition (the “Debenture Condition”) that there shall be no more than 800 of SIG’s outstanding 9.0% senior unsecured debentures (the “Debentures“) that have not been irrevocably deposited to the offer launched on November 29, 2021, as amended, by SSAL for $800 per Debenture (as amended on December 15, 21, 22 and 27, 2021, and January 28, March 31 and May 19, 2022, the “Stone Offer“). Starlight Capital has agreed, in principle, to purchase approximately 4,000 Debentures at $1,100 per Debenture from a few Debentureholders.
If the AUM Condition, the Debenture Condition and all of the other conditions to closing for the transactions contemplated in the Arrangement Agreement, as amended by the Amended Agreement, are satisfied or waived, the transaction is expected to be effected on or about July 7, 2022.
Stone Offer Extension
The Corporation further announces that the offer period for the Stone Offer has been extended and now expires at 5 pm (Toronto time) on July 8, 2022 (the “Expiry Time“).
Details of the Stone Offer are set out in the offer document dated November 29, 2021, as amended on January 6, 2022 (the “Offer Document“) and the letter of transmittal (the “Letter of Transmittal“) circulated in connection with the SSAL’s original cash offer, as modified by the press releases issued by the Corporation on December 15, December 17, December 21, December 22, December 27, January 28, 2022, March 31, 2022 and May 19, 2022. Aside from the change in Expiry Time, all terms and conditions regarding the Stone Offer remain the same. The Offer Document, the accompanying Letter of Transmittal and the press releases are available under the Corporation’s profile on SEDAR at www.sedar.com.
Debentureholders who wish to participate and tender their Debentures to the Stone Offer should immediately contact their advisor and direct them to complete the Letter of Transmittal and return it by email to Richard Stone at email@example.com before the Expiry Time. Debentureholders who require a copy of the Letter of Transmittal can request it from the Corporation and it is also available under the Corporation’s profile on SEDAR at www.sedar.com.
Please refer to SIG’s November 30, 2021 press release, SIG’s December 15, 2021 press release, SIG’s December 17, 2021 press release, SIG’s December 21, 2021 press release, SIG’s second December 21, 2021 press release, SIG’s December 22, 2021 press release, SIG’s December 27, 2021 press release, SIG’s January 28, 2022 press release, SIG’s March 31, 2022 press release, SIG’s May 19, 2022 press release and Offer Document for more information on the Stone Offer.
About Stone Investment Group Limited
The Corporation is an independent wealth management company. The Corporation, through its wholly-owned subsidiary, Stone Asset Management Limited, structures and manages high quality investment products for Canadian investors.
For more information:
Chief Executive Officer
416 867 2525
Disclaimer for Forward-Looking Information
Certain information contained in this press release may contain forward-looking statements within the meaning of applicable securities laws. The use of any of the words “continue”, “plan”, “propose”, “would”, “will”, “believe”, “expect”, “position”, “anticipate”, “improve”, “enhance” and similar expressions are intended to identify forward-looking statements. More particularly and without limitation, this document contains forward-looking statements concerning: the ability of the Corporation to satisfy the conditions contained in the Arrangement Agreement, as amended by the Amended Agreement and the expected closing date of the transactions governed by the Arrangement Agreement.
Forward-looking statements necessarily involve risks, including, without limitation, risks associated with the ability of the Corporation to satisfy the various closing conditions as set out in the Arrangement Agreement, as amended; the ability of Starlight Capital to purchase the Debentures as described; the ability of the Corporation to continue as a going concern; the ability of the Corporation to continue to realize its assets and discharge its liabilities and commitments; the Corporation’s future liquidity position, and access to capital, to fund ongoing operations and obligations (including debt obligations); the ability of the Corporation to stabilize its business and financial condition; the ability of the Corporation to implement and successfully achieve its business priorities; the ability of the Corporation to comply with its contractual obligations, including, without limitation, its obligations under debt arrangements; the general regulatory environment in which the Corporation operates; the tax treatment of the Corporation and the materiality of any legal and regulatory proceedings; the general economic, financial, market and political conditions impacting the industry and markets in which the Corporation operates; the ability of the Corporation to sustain or increase profitability, fund its operations with existing capital and/or raise additional capital to fund its operations; the ability of the Corporation to generate sufficient cash flow from operations; the impact of competition; the ability of the Corporation to obtain and retain qualified staff, equipment and services in a timely and efficient manner (particularly in light of the Corporation’s efforts to restructure its debt obligations); and the ability of the Corporation to retain members of the senior management team, including but not limited to, the officers of the Corporation.
Events or circumstances may cause actual results to differ materially from those predicted, as a result of the risk factors set out and other known and unknown risks, uncertainties, and other factors, many of which are beyond the control of SIG. In addition, forward-looking statements or information are based on a number of factors and assumptions which have been used to develop such statements and information but which may prove to be incorrect and which have been used to develop such statements and information in order to provide stakeholders with a more complete perspective on SIG’s future operations. Such information may prove to be incorrect and readers are cautioned that the information may not be appropriate for other purposes. Although the Corporation believes that the expectations reflected in such forward-looking statements or information are reasonable, undue reliance should not be placed on forward-looking statements because the Corporation can give no assurance that such expectations will prove to be correct. In addition to other factors and assumptions which may be identified herein, assumptions have been made regarding, among other things: the impact of competition and the general stability of the economic and political environment in which SIG operates. Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions which have been used. As a consequence, actual results may differ materially from those anticipated in the forward-looking statements. Furthermore, the forward-looking statements contained herein are made as at the date hereof and SIG does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.