Press Releases

Stone Investment Group Limited Reports Second Quarter Results

TORONTO – May 25, 2022 – Stone Investment Group Limited released its unaudited financial results for the quarter ended March 31, 2022.

The full interim financial statements for the period, including Management’s Discussion and Analysis, are available on SEDAR at www.SEDAR.com.

About Stone Investment Group Limited

Stone Investment Group Limited is an independent wealth management company.  Stone Investment Group Limited, through its wholly owned subsidiary, Stone Asset Management Limited, structures and manages high-quality investment products for Canadian investors.


For more information:
Stone Investment Group Limited
Jason Stone
Investor Relations
T 416 867 2533  or 800 336 9528 
E jasons@stoneco.com


Stone Investment Group Announces Mailing of Circular, Updates to Shareholder Meeting, Additional Voting Support and Updates to Debentureholder Transaction

Toronto ON – May 19, 2022.  Stone Investment Group Limited (“SIG” or the “Corporation“) announced today that an information circular (the “Information Circular“) and other materials (the “Shareholder Materials“) have been mailed to the holders of the Corporation’s common shares (collectively, the “Shareholders” and “Shares“, respectively) in connection with the previously announced meeting of Shareholders scheduled to be held virtually at 3:00 p.m. (Toronto time) on June 15, 2022 (the “Shareholders Meeting“) to approve certain transactions by way of a plan of arrangement (the “Plan of Arrangement“) that were previously announced and agreed to pursuant to an arrangement agreement dated April 7, 2022 (the “Arrangement Agreement“) between the Corporation, Stone-SIG Acquisition Limited (“SSAL“), 13613429 Canada Inc., Starlight Investments Capital LP (“Starlight Capital“) and 13909841 Canada Inc.

The Arrangement

As previously announced by the Corporation in its April 7, 2022 news release, Starlight Capital will, through a wholly owned subsidiary and through a series of transactions, acquire SIG. The series of transactions include the following, which will occur in the order set out below, all as set out in the Arrangement Agreement and the Plan of Arrangement, a copy of which is included in the Meeting Materials: (i) Starlight Capital, through a subsidiary, will provide financing to allow SSAL to acquire the Corporation’s $1,000 principal amount secured debentures (the “Debentures“) tendered pursuant to the offer (the “Stone Debenture Offer“) launched on November 29, 2021 by SSAL, a wholly-owned subsidiary of SIG (the “Deposited Debentures“); (ii) Starlight Capital, through a subsidiary, will acquire all of the Shares; and (iii) the acquisition of all of the Shares in step (ii) will result in a change of control of SIG that will trigger the redemption by the Corporation of the remaining Debentures (the “Remaining Debentures“) not tendered to the Stone Debenture Offer, all pursuant to the terms of the Arrangement Agreement and the Plan of Arrangement (together, the “Transaction“).

Recommendation of the Board

The Transaction was approved by the board of directors of the Corporation and the Corporation’s board of directors recommends that Shareholders vote in favour of the Transaction. WD Capital Markets Inc. (“WD“) provided the board of directors with a fairness opinion, dated April 7, 2022, to the effect that, as of the date of such opinion, (i) the consideration to be received by Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Shareholders, and (ii) the holders of the Debentures and the holders of Shares, respectively, are better off under the Plan of Arrangement than if the Corporation were liquidated as, in each case, the estimated aggregate value of the consideration made available to them pursuant to the Plan of  Arrangement would, in WD’s opinion, exceed the estimated value they would receive in a liquidation, based upon and subject to the respective assumptions, limitations, qualifications and other matters set forth in the opinion.

The Shareholder Meeting

The Shareholder Meeting is scheduled to be held virtually on June 15, 2022 at 3:00 p.m. (Toronto time). The record date (the “Record Date“) for voting at the Shareholder Meeting is 5:00 p.m. (Toronto time) on May 16, 2022.

Shareholders as at the Record Date will be entitled to vote on the Plan of Arrangement at the Shareholder Meeting based on one vote per Share held as at the Record Date.  The Information Circular provides important and detailed instructions about how to participate at the virtual Shareholder Meeting.

To be approved at the Shareholder Meeting, the Plan of Arrangement requires (i) the affirmative vote of at least 66⅔% of the votes cast or represented by proxy at the Shareholder Meeting and (ii) the affirmative vote by a simple majority of the votes cast at the Shareholder Meeting by all the Shareholders present virtually or represented by proxy at the Shareholder Meeting excluding Mr. Richard Stone in accordance with Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.

In connection with the Plan of Arrangement, it is anticipated that the Corporation will continue from the Business Corporations Act (Ontario) to the Canada Business Corporations Act (the “Continuance”) prior to the Plan of Arrangement being effective. The Continuance requires the affirmative vote of at least 66⅔% of the votes cast at the Shareholder Meeting.

The deadline for Shareholders to submit their proxies or voting instructions in order to vote on the Plan of Arrangement and other items to be considered at the Meeting is 3:00 p.m. (Toronto time) on June 10, 2022.

Since the SIG press release issued on May 9, 2022, additional Shareholders have entered into voting and support agreements (“Voting Agreements“) with Starlight Capital.  In total, Shareholders holding approximately 66.4% of the outstanding Shares have now entered into Voting Agreements.

Any questions or requests for further information regarding voting at the Shareholder Meeting should be directed to the Corporation at info@stoneco.com.

Management Information Circular

The Information Circular contains, among other things, information regarding procedures for voting on the Plan of Arrangement, as well as other background and material information regarding the Plan of Arrangement and the Arrangement Agreement. In addition to being mailed to Shareholders, the Shareholder Materials will be available as follows:

On SIG’s website at www.stoneco.com; or

Under SIG’s SEDAR profile at www.sedar.com.

The Shareholder Materials will also be mailed to Debentureholders for informational purposes only and will be posted on the Corporation’s website. There is no action required of the Debentureholders.

Any questions or requests for further information regarding voting at the Shareholder Meeting should be directed to the Corporation at info@stoneco.com.

Voting Your Shares

Any registered Shareholder who would like to virtually attend the Shareholder Meeting can join electronically through Microsoft Teams. Registered Shareholders must advise the Corporation of their intention to attend the Shareholder Meeting not later than noon (Toronto Time) on June 10, 2022 by sending an email that includes the registered Shareholder’s full name and contact information to info@stoneco.com.

Shareholders who hold Shares through a broker or other nominee who holds securities (an “Intermediary“), should follow the instructions provided by their Intermediary to vote their Shares.

Stone Debenture Offer Update

The Corporation also announced today the following updates in respect of the Stone Debenture Offer:

1/ Extended Expiry Time: SIG is extending the offer period for the Stone Debenture Offer to 5 pm (Toronto time) on June 30, 2022 (the “Expiry Time“) in order to accommodate the anticipated closing dates of the Transaction.  The Stone Debenture Offer remains open for acceptance until the Expiry Time.

2/ Intention to Waive Condition: The Stone Debenture Offer is subject to a condition that 7,293 Debentures be deposited to the offer (the “Debenture Threshold Condition“). As of today, a total of 6,464 Debentures have been deposited to the Stone Debenture Offer. If the Debenture Threshold Condition is not satisfied, it is expected that SSAL will waive the Debenture Threshold Condition and will seek consent from Starlight Capital to waive the corresponding condition to the advance of funds to complete the acquisition of the Deposited Debentures.

Details of the Stone Debenture Offer are set out in the offer document dated November 29, 2021 (the “Offer Document“) and the letter of transmittal (the “Letter of Transmittal“) circulated in connection with 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 and January 28. Aside from the change in Expiry Time, all terms and conditions regarding the Stone Debenture 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.

Key Dates

The key dates for the transactions described above are, or are expected to be, the following:

1/ June 15, 2022: The Shareholders Meeting will be held at 3:00 p.m. (Toronto time) on June 15, 2022.

2/ June 20, 2022: The Ontario Superior Court of Justice (Commercial List) will hold the hearing in respect of a final order approving the Plan of Arrangement (the “Final Order“) at 11 a.m. on June 20, 2022.

3/ On or about June 27, 2022: If the Final Order is obtained and all other conditions to closing the Transaction are satisfied, the steps as set out in the Plan of Arrangement will occur in the order and times as set out in the Plan of Arrangement.  As noted above, such steps will include the following:

a. It is anticipated that the Debenture Threshold Condition will be waived and the purchase of the Deposited Debentures will be completed. In accordance with the terms of the Stone Debenture Offer, the holders of Deposited Debentures will be paid $800 per Debenture (with no additional amount in respect of accrued and unpaid interest and Additional Interest (as that term is defined in the trust indenture governing the Debentures (as amended, the “Trust Indenture“)). Following the completion of the acquisition of the Deposited Debentures, such Debentures will be settled. Immediately after the cancellation of the purchased Deposited Debentures, all of the Shares will be acquired indirectly by Starlight Capital pursuant to the Plan of Arrangement.

b. The Plan of Arrangement will also, among other things, result in a series of amalgamations which will result in SIG being succeeded by a successor corporation.

c. The acquisition of all of the Shares will result in a change of control of SIG as defined in the Trust Indenture which will trigger a requirement for SIG (or the successor corporation) to redeem the Remaining Debentures as required by the terms of the Trust Indenture. In accordance with the terms of the Trust Indenture, the holders of Remaining Debentures will be paid $1,000 principal amount per Debenture, plus accrued and unpaid interest, including Additional Interest, per Remaining Debenture. As set out in the Arrangement Agreement and the Plan of Arrangement, such redemption will occur immediately after the acquisition of the Shares.

For greater certainty, only the Shares will be arranged under the Plan of Arrangement. The Debentures and the rights of the holders of Debentures will not be arranged, but will be repurchased or acquired pursuant to the Stone Debenture Offer and the Trust Indenture and will be completed in accordance with the steps set out in the Plan of Arrangement.  None of the steps set out above will occur unless all of such steps occur, and will be deemed to have occurred and be effective in the order and in the time set out in the Plan of Arrangement.

Regulatory Approval

The acquisition of the Shares is subject to regulatory approval.  Notice has been sent to the applicable Canadian securities regulatory authorities.


About Stone Investment Group Limited

The Corporation is an independent wealth management Corporation. The Corporation, through its wholly owned subsidiary, Stone Asset Management Limited, structures and manages high quality investment products for Canadian investors.

For more information:

Stone Investment Group Limited

Richard Stone

CEO & CIO

416 867 2525

richards@stoneco.com

www.stoneco.com


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: key terms of the Plan of Arrangement and the effect of its implementation on Shareholders and the Corporation; stakeholder support for the Plan of Arrangement; the acquisition of the Corporation by Starlight Capital; the expected process for and timing of implementing the Plan of Arrangement; the scheduling of the Shareholders Meeting; the completion of the Plan of Arrangement, including with respect to obtaining any necessary approvals and satisfying any conditions and the expected timing thereof.

Forward-looking statements necessarily involve risks, including, without limitation, risks associated with the ability of the Corporation to implement the Plan of Arrangement on the terms described in this press release; the ability of the Corporation to receive all necessary regulatory, court and stakeholder approvals in order to complete the Plan of Arrangement; the matters to be considered and voted on at the Shareholders Meeting; 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; the general stability of the economic and political environment in which SIG operates and the timely receipt of any required regulatory approvals. 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.

 

 

 

 


Stone Asset Management Limited Announces the Completion of Mutual Fund Merger

TORONTO — May 10, 2022 — Stone Asset Management Limited, the Trustee and the Manager of the Stone Global ESG Strategy Fund and the Stone Global Sustainability Fund (collectively the “Funds”), today confirmed the completion of the previously announced Mutual Fund Merger:


Merging Trust Fund Continuing Trust Fund
Stone Global ESG Strategy Fund Stone Global Sustainability Fund

The Mutual Fund Merger was completed on May 6, 2022 (the “Merger Date”).  The Manager believes that the Mutual Fund Merger is in the best interest of the unitholders as the Funds have similar investment objectives.  Both the Funds invest in a portfolio of securities that meet the ethical and sustainability criteria as set out by the UN Sustainable Development Goals; in addition, the Continuing Trust will benefit from a larger asset base, allowing for increased portfolio diversification opportunities.  The Mutual Fund Merger qualifies as a “pre-approved” merger under the securities legislation and was not subject to any unitholder approval.

As a result of the Mutual Fund Merger, the Merging Trust Fund terminated operation as of close of day on the Merger Date and thereby ceased to be a reporting issuer under the securities legislation.

About Stone Investment Group Limited (“Stone”)

Stone is an independent, Canadian-owned wealth management company and the parent company to its wholly owned subsidiary, Stone Asset Management Limited (“SAM”). SAM is an active asset manager, providing investment management services via distinctive investment mandates, overseen daily by the disciplined execution of a proprietary investment process and investment philosophy. Access to SAM investment mandates can be achieved via a family of open-ended mutual funds and Private Wealth Management services. SAM’s expertise ranges from servicing Canada’s retail investors and working with their financial advisors to the complexities of working directly with Family Offices, endowments and foundations.

At Stone, we want our investors to sleep well, knowing they’ll have the financial resources to live well.

Commissions, trailing commissions, management fees and expenses all may be associated with mutual fund investments. Please read the simplified prospectus before investing. Mutual funds are not guaranteed, their values change frequently and past performance may not be repeated.


For more information:

Jason Stone
Investor Relations
T 416 867 2533  T 800 336 9528
E jasons@stoneco.com  www.stoneco.com


Stone Investment Group Announces Meeting Details in Connection With CBCA Plan of Arrangement and Additional Voting Support

Toronto ON – May 9, 2022.  Stone Investment Group Limited (“SIG” or the “Corporation“) announced today that the Ontario Superior Court of Justice (Commercial List) (the “Court“) has issued an interim order (the “Interim Order“) authorizing, among other things, the holding of a meeting (the “Meeting“) of holders of the Corporation’s common shares (collectively, the “Shares“), to consider and vote upon a corporate plan of arrangement (the “Plan of Arrangement“) under the Canada Business Corporations Act (the “CBCA“) to implement certain transactions that were previously announced and agreed to pursuant to an arrangement agreement (the “Arrangement Agreement“) with Starlight Investments Capital LP (“Starlight Capital“).

As previously announced by the Corporation in its April 7, 2022 news release (the “Transaction Announcement“), Starlight Capital, through a wholly-owned subsidiary, will, through a series of transactions acquire SIG. As part of the transaction, Starlight Capital will: (i) acquire those $1,000 principal amount secured debentures issued by SIG (the “Debentures“) that were previously tendered and remain deposited pursuant to the offer (the “Stone Debenture Offer“) launched on November 29, 2021 by Stone-SIG Acquisition Limited (“SSAL“), a wholly-owned subsidiary of SIG (the “Deposited Debentures“); (ii) acquire all of the Shares; and (iii) redeem the remaining Debentures (the “Remaining Debentures“) not tendered to the Stone Debenture Offer, all pursuant to the terms of the Arrangement Agreement.

In particular, the transactions contemplated by the Arrangement Agreement are expected to be implemented in the following sequence:

1/ SSAL will use cash to be advanced by Starlight Capital in the amount of $800 per Debenture to complete the purchase of the Deposited Debentures;

2/ Starlight Capital will acquire all of the Shares in exchange for $0.01 per Share payable in cash pursuant to the Plan of Arrangement; and

3/ SIG will pay, pursuant to the terms and conditions of the trust indenture governing the Debentures (the “Indenture“), the principal amount owing in respect of the Remaining Debentures, plus accrued and unpaid interest thereon, including any additional interest, to complete the repayment of the Remaining Debentures.

Additional key terms of the transactions contemplated by the Arrangement Agreement are described in the Transaction Announcement.

Since the date of the Transaction Announcement, additional shareholders have entered into voting and support agreements (“Voting Agreements”) with Starlight Capital, which, together with other shareholders that previously entered into Voting Agreements, represent 65.9% of the outstanding Shares.

SIG’s Board of Directors unanimously recommends that shareholders vote IN FAVOUR of the Arrangement at the Meeting.

Following implementation of the Plan of Arrangement and completion of the related transactions in respect of the Debentures, the successor corporation to SIG will be a wholly-owned subsidiary of Starlight Capital and no Debentures will remain outstanding. For greater certainty, only the Shares will be arranged under the Plan of Arrangement. The Debentures and the rights of the holders of Debentures will not be arranged, but will be repurchased or acquired pursuant to the Stone Debenture Offer and the Indenture and will be completed in accordance with the steps set out in the Plan of Arrangement.

The Meeting and Voting

The Meeting in respect of the Plan of Arrangement is scheduled to be held virtually on June 15, 2022.  Pursuant to the Interim Order, the Meeting is scheduled to begin at 3:00 p.m. (Toronto time).

The record date (the “Record Date“) for voting at the Meeting is 5:00 p.m. (Toronto time) on May 16, 2022.

Holders of the Shares as at the Record Date will be entitled to vote on the Plan of Arrangement at the Meeting based on one vote per Share held as at the Record Date.

To be approved at the Meeting, the Plan of Arrangement requires (i) the affirmative vote of at least 66⅔% of the votes cast or represented by proxy at the Meeting and (ii) the affirmative vote by a simple majority of the votes cast at the Meeting by all the shareholders present virtually or represented by proxy at the Meeting excluding Mr. Richard Stone in accordance with Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.

In connection with the Plan of Arrangement, it is anticipated that the Corporation will continue from the Business Corporations Act (Ontario) to the CBCA (the “Continuance“) prior to the Plan of Arrangement being effective. The Continuance requires the affirmative vote of at least 66⅔% of the votes cast at the Meeting.

The deadline for the shareholders to submit their proxies or voting instructions in order to vote on the Plan of Arrangement and other items to be considered at the applicable Meeting is 3:00 p.m. (Toronto time) on June 10, 2022.

Information Circular

The management information circular for the Meeting (the “Circular“) will contain, among other things, information regarding procedures for voting on the Plan of Arrangement, as well as other background and material information regarding the Plan of Arrangement and the Arrangement Agreement. The Corporation expects the mailing of the Circular to begin on or about May 18, 2022.  The Circular, the forms of proxies, the voting information and election forms will also be available as follows:

Any questions or requests for further information regarding voting at the Meeting should be directed to the Corporation at info@stoneco.com.

Regulatory Notice

SIG has announced today that it intends to file early this week the requisite notice with the Canadian securities regulators pursuant to National Instrument 31-103 – Registration Requirements, Exemptions and Ongoing Registrant Obligations, which is required since the completion of the Plan of Arrangement will result in the indirect change of control of Stone Asset Management Limited (“SAM”), a wholly-owned subsidiary of SIG that is registered under securities legislation across Canada. In addition, notice of the change of control of SAM, in its capacity as the investment fund manager of the Stone mutual funds, has been given to investors in the SIG mutual funds pursuant to National Instrument 81-102 – Investment Funds.

Court Approval and Implementation

If the Plan of Arrangement and the Continuance are approved at the Meeting, the Corporation and Starlight Capital will attend a hearing before the Court to seek a final order approving the Plan of Arrangement, which has been scheduled for June 20, 2022 at 11 a.m. (Toronto time) (the “Final Order“).

As part of the Court approval of the Plan of Arrangement, the Corporation and Starlight Capital will seek, among other things, a permanent waiver of (i) any and all Debenture defaults resulting from the commencement of their CBCA proceedings (the “CBCA Proceedings“) and (ii) third party change of control provisions that may be triggered by the implementation of the Plan of Arrangement. The Corporation also expects to seek approval of the release of certain claims as provided for in Plan of Arrangement.

Completion of the transaction contemplated by the Arrangement Agreement are subject to, among other things, approval of the Plan of Arrangement by the shareholders at the Meeting to be held on June 15, 2022 as further described above, such other approvals as may be required by the Court, other applicable regulatory approvals, the issuance of the Final Order approving of the Plan of Arrangement by the Court, and the satisfaction or waiver of applicable conditions precedent pursuant to the Arrangement Agreement. Subject to the receipt of all requisite approvals and the satisfaction or waiver of the other conditions to completion of the Plan of Arrangement, the Corporation is working towards completing the Plan of Arrangement by the end of June 2022.

Additional information in connection with the implementation of the Plan of Arrangement and the CBCA Proceedings will be made publicly available by the Corporation and certain additional documents relating to the Plan of Arrangement and/or and the CBCA Proceedings will be hosted on the Corporation’s website (www.stoneco.com).

Bennett Jones LLP is acting as legal advisor to the Corporation and Borden Ladner Gervais LLP is acting as legal advisor to Starlight Capital.


About Stone Investment Group Limited

The Corporation is an independent wealth management Corporation. The Corporation, through its wholly-owned subsidiary, Stone Asset Management Limited, structures and manages high quality investment products for Canadian investors.

For more information:

Stone Investment Group Limited

Richard Stone

CEO & CIO

416 867 2525

richards@stoneco.com

www.stoneco.com 

 


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: key terms of the Plan of Arrangement and the effect of its implementation on the shareholders and the Corporation; stakeholder support for the Plan of Arrangement; the acquisition of the Corporation by Starlight Capital; the expected process for and timing of implementing the Plan of Arrangement; the holding and timing of, and matters to be considered at the Meeting as well as with respect to voting at such Meeting; the deadlines for submitting proxies, voting instructions and elections; the scheduling of the Meeting; the matters to be considered at and voted on the Meeting; the Corporation’s continuance under the CBCA; the relief to be sought in the CBCA Proceedings in respect of the Plan of Arrangement; the completion of the Plan of Arrangement, including with respect to obtaining any necessary approvals and satisfying any conditions and the expected timing thereof; the public posting of materials and information related to the Plan of Arrangement; and the effect of the Plan of Arrangement.

Forward-looking statements necessarily involve risks, including, without limitation, risks associated with the ability of the Corporation to implement the Plan of Arrangement on the terms described in this press release and the Transaction Announcement; the ability of the Corporation to receive all necessary regulatory, court and stakeholder approvals in order to complete the Plan of Arrangement; the matters to be considered and voted on at the Meeting; the ability of the Corporation to operate in the ordinary course during the CBCA Proceedings, including with respect to satisfying obligations to service providers, suppliers, contractors and employees; 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; the general stability of the economic and political environment in which SIG operates and the timely receipt of any required regulatory approvals. 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.


Stone Asset Management Limited Announces Mutual Fund Risk Rating Change

Toronto (May 9, 2022) – Stone Asset Management Limited (“SAM”), the Manager of the Stone Mutual Funds, announced today a change to the risk rating on one of the Funds that it manages as set out below:


Fund name: Stone Global Sustainability Fund

Previous rating: Low to Medium

New rating: Medium


The methodology used by SAM to identify the investment risk level of each Fund within the Stone Mutual Funds is in accordance with the standardized Risk Classification Methodology mandated by the Canadian Securities Administrator. SAM reviews the risk rating for each Fund at a minimum on an annual basis, as well as when a Fund undergoes a material change. These changes are the result of an annual review and are not the result of any changes to the investment objectives, strategies or management of the Stone Mutual Funds. A summary of this methodology and the investment objectives and strategies of each Fund can be found in the Fund’s prospectus dated June 16, 2021; the risk rating will be updated in the upcoming prospectus renewal which is expected to become available on or about June 15, 2022.

About SAM

SAM is a wholly-owned subsidiary of Stone Investment Group Limited, an independent Canadian-owned wealth management company. SAM provides investment management services via distinctive investment mandates, overseen daily by the disciplined execution of a proprietary investment process and investment philosophy. Access to SAM investment mandates can be achieved by way of purchase of Stone Mutual Funds through your Investment Advisor and Private Wealth Management services. SAM’s expertise ranges from servicing Canada’s retail investors and working with their financial advisors to the complexities of working directly with Family Offices, endowments and foundations. At SAM, we want our investors to sleep well, knowing they’ll have the financial resources to live well.


For more information:
Stone Investment Group Limited
Jason Stone
Investor Relations
T 416 867 2533  T 800 336 9528
E jasons@stoneco.com  www.stoneco.com


Starlight Capital to Acquire Stone Investment Group Increasing its Assets Under Management to More Than $1 Billion

Transaction Receives Unanimous Approval of Stone Board of Directors and Support from Shareholders Holding more than 65% of Outstanding Stone Common Shares

Toronto ON – April 7, 2022.  Starlight Investments Capital LP (“Starlight Capital”) and Stone Investment Group Limited (“Stone”) are pleased to announce they have entered into an arrangement agreement (the “Arrangement Agreement”) made as of April 7, 2022 pursuant to which Starlight, through a wholly-owned subsidiary, will, through a series of transactions acquire Stone. As part of the transaction, Starlight will acquire the 6,464 $1,000 principal amount secured debentures issued by Stone (the “Debentures”) that have been tendered and remain deposited pursuant to the offer launched on November 29, 2021 by Stone-SIG Acquisition Limited (“SSAL”), a wholly-owned subsidiary of Stone (the “Deposited Debentures”), acquire all of the common shares of Stone (“Common Shares”) and redeem the remaining 5,536 Debentures (the “Remaining Debentures”), all pursuant to the terms of the Arrangement Agreement.

Stone’s board of directors (the “Board“), after consultation with its financial and legal advisors, has determined that the acquisition of the Common Shares to be implemented pursuant to a plan of arrangement under section 192 of the Canada Business Corporations Act (the “Plan of Arrangement”) and the terms of the Arrangement Agreement (the “Arrangement“), and certain transactions related to the Debentures, are in the best interests of Stone and its securities holders, and the consideration to be received by Stone shareholders (“Shareholders”) is fair from a financial point of view. The Board unanimously approved the Arrangement and related transactions which are expected to close late in the second quarter of 2022. The Board unanimously recommends that Stone common shareholders vote IN FAVOUR of the Arrangement at a special meeting of shareholders expected to be held by early June 2022 (the Shareholder Meeting).

Dennis Mitchell, Chief Executive Officer and Chief Investment Officer of Starlight Capital explained, “We are excited to welcome Stone, its clients and investment professionals to our growing asset management platform at Starlight Capital.  Stone has a long history of generating strong risk-adjusted returns for its clients, and we look forward to continuing that success with a shared vision of developing a leading independent investment manager, focused on helping Canadian investors realize their financial goals. We look forward to working with Richard Stone and his team to continue to provide exemplary investment management services for our collective clients.”

Richard Stone, President and Chief Executive Officer of Stone added, “Stone and Starlight products are very complementary, and combining these two businesses will generate significant scale economies that will benefit both investors and advisors. Starlight Capital has the people, infrastructure and balance sheet resources necessary to ensure that investors in the Stone funds will continue to enjoy best-in-class stewardship over their capital, and we are excited to join the Starlight Capital team.”

In making its unanimous determination and recommendation, the Board considered, among other factors, an opinion from WD Capital Markets Inc. (“WD Capital”) to the effect that the consideration per Common Share to be received by Shareholders is fair, from a financial point of view. In addition, Shareholders holding more than 65% of the outstanding Common Shares have signed voting and support agreements (the “Voting Agreements”) pursuant to which such Shareholders have agreed to vote IN FAVOUR of the Arrangement at the Shareholder Meeting. Copies of the fairness opinion of WD Capital, and a description of the various factors considered by the Board in their determination to unanimously approve the Arrangement, as well as other relevant background information, will be included in the information circular to be sent to Shareholders in the coming weeks in advance of the Shareholder Meeting.

The Arrangement Agreement, the Plan of Arrangement and the Arrangement

The Arrangement Agreement provides for, among other things, customary representations, warranties and covenants, including customary non-solicitation covenants from Stone and a “fiduciary out” that allows the Board to accept a superior proposal in certain circumstances, subject to a “right to match” in favour of Starlight Capital and payment of a $1,000,000 termination fee to Starlight Capital.  The Arrangement Agreement also provides for expense reimbursement in favour of Starlight Capital should the agreement be terminated in certain circumstances.

The Arrangement will be implemented pursuant to the Plan of Arrangement and is subject to approval of the Ontario Superior Court of Justice (Commercial List) (the “Court”) and the approval of Shareholders at the Shareholder Meeting.

Under the terms and subject to the conditions set forth in the Arrangement Agreement, the following transactions will be completed in the sequence set out below:

1.  SSAL will use cash to be advanced by Starlight Capital in the amount of $800 per Debenture to complete the purchase of the Deposited Debentures;

2. Starlight will acquire all of the Common Shares in exchange for $0.01 per Common Share payable in cash pursuant to the Plan of Arrangement (the “Common Share Transaction”); and

3. Stone will pay, pursuant to the terms and conditions of the trust indenture governing the Debentures, the principal amount of $1,000 per Debenture, plus accrued and unpaid interest thereon, including any additional interest, to complete the repayment of the Remaining Debentures.

Following completion of the Arrangement and the related transactions, the successor corporation to Stone will be a wholly-owned subsidiary of Starlight Capital and no Debentures will remain outstanding. Only the Common Shares will be arranged under the Plan of Arrangement.  The Debentures will not be arranged but will be repurchased or acquired pursuant to the Stone Debenture Offer (as defined below) and the trust indenture governing the Stone Debentures and will be completed in accordance with the Plan of Arrangement.

The foregoing summary is qualified in its entirety by the provisions of the respective documents. Copies of the information circular, the Arrangement Agreement, the Plan of Arrangement, the Voting Agreements and certain other related documents will be filed with the applicable Canadian securities regulators and will be available for review on SEDAR at www.sedar.com.

Shareholder Approval

Shareholders will be asked to approve the Arrangement by special resolution at the Shareholder Meeting which will require approval by at least two-thirds of the votes cast at the Shareholder Meeting.  The Shareholder Meeting will be called and held in accordance with an interim order to be sought from the Court in the coming weeks and is expected to take place by early June 2022.

In connection with the Arrangement, certain shareholders, directors, executive officers and employees of Stone who together hold in aggregate more than 65% of the Common Shares, have entered into Voting Agreements with Starlight Capital pursuant to which they have agreed to vote all of their Common Shares IN FAVOUR of the Arrangement, subject to their ability to terminate such agreements in certain circumstances.

Regulatory Approval and Notice Requirement

The acquisition of control of Stone by Starlight Capital will result in the indirect change of control of Stone Asset Management Limited (“SAM”), a wholly-owned subsidiary of Stone that is registered under securities legislation across Canada. The indirect change of control of SAM is subject to the non-objection of the Canadian securities regulators pursuant to the requirements of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.  In addition, notice of the change of control of SAM in its capacity as the investment fund manager of the Stone mutual funds, is required to be given to investors in the Stone mutual funds pursuant to National Instrument 81-102 Investment Funds.

The Stone Debenture Offer and the Canada Business Corporations Act Proceeding

On November 29, 2021, SSAL launched an offer to acquire 7,293 Debentures (the “Stone Debenture Offer”) for cash consideration in the amount of $800 per Debenture.

Details of the Stone Debenture Offer are set out in the offer document dated November 29, 2021 and the letter of transmittal circulated in connection with the Stone Debenture 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 and March 31, 2022.

On December 27, 2021, Stone obtained a preliminary interim order of Court providing for, among other things, a stay on any default, event of default or cross-default arising under the Stone Debentures, in order to effect an interim stay of rights in respect of the Stone Debentures and provide additional time to complete the Stone Debenture Offer or an alternative transaction

For further details regarding the Stone Debenture Offer and related matters, refer to Stone’s press releases of November 30, 2021, December 15, 2021, December 17, 2021, December 21, 2021, December 21, 2021 second press release, December 22, 2021, December 27, 2021, January 28, 2022, and March 31, 2022 and the related offer documents, all of which are available on SEDAR.

Transaction Advisors

Farber Corporate Finance Inc. has served as financial advisors to Stone, WD Capital has provided a fairness opinion to the Stone board, and Bennett Jones LLP have served as legal advisor to Stone. Borden Ladner Gervais LLP has served as legal advisor to Starlight Capital.


About Stone Investment Group Limited

Stone is a Canadian-owned independent wealth management company operating since 1995.  Stone, through SAM, structures and manages high quality investment products for Canadian investors.

For more information:

Stone Investment Group Limited

Richard Stone

Chief Executive and Investment Officer

416 867 2525 or 800 336 9528

richards@stoneco.com

www.stoneco.com


About Starlight Investments Capital LP

Starlight Capital is an independent asset management firm offering mutual funds, exchange-traded funds, offering memorandum funds and structured products. Our goal is to deliver superior risk adjusted returns to investors through a disciplined investment approach, Focused Business Investing. Starlight Capital is a wholly owned subsidiary of Starlight Investments. Starlight Investments is a privately held, full service, real estate investment and asset management company. The firm manages over $25.0 billion of assets on behalf of institutional joint ventures as well as publicly listed REITs, closed-end funds and investment funds, and is driven by an experienced team of over 300 professionals. Please visit us at www.starlightcapital.com and connect with us on LinkedIn.

For more information:

Starlight Investments Capital LP

Dennis Mitchell

Chief Executive and Investment Officer

416-855-2642 

dmitchell@starlightcapital.com

www.starlightcapital.com


Disclaimer for Forward-Looking Information

This news release includes certain “forward-looking statements” under applicable Canadian securities legislation that are not historical facts. Forward-looking statements involve risks, uncertainties and other factors that could cause actual results, performance, prospects, and opportunities to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements in this news release include, but are not limited to, statements regarding: the Debentures, the Debenture Offer, the Arrangement, the Shareholder Meeting, receipt of approvals required for the Arrangement, the operations, and integration, of Stone with and into Starlight Capital post-closing, the expected post-closing assets under management, the ability to achieve economies of scale and realization of investors goals post-closing. Forward-looking statements are necessarily based on a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties and other factors that may cause actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: the amount of the assets under management for Starlight post-closing, votes obtained from Shareholders, general business, economic and social uncertainties; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments and other risks outside of Stone’s control. Additional risk factors are included in Stone’s Management’s Discussion and Analysis, available under Stone’s profile on SEDAR at www.sedar.com. Although Stone believes that the assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply 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. Except as required by applicable laws, Stone disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.


Stone Asset Management Limited Announces Mutual Fund Merger

TORONTO — March 2, 2022 — Stone Asset Management Limited, the Trustee and Manager of the Funds, today announced the following Fund merger:


Merging Trust Fund Continuing Trust Fund
Stone Global ESG Strategy Fund Stone Global Sustainability Fund

The Fund merger will take effect on or about the close of business on May 6, 2022 (the “Merger Date”). Investors who continue to be a unitholder of the Merging Trust Fund at the close of business on the Merger Date will automatically become a unitholder of the Continuing Trust Fund after that date.

The Manager believes that this Fund merger is in investors’ best interests. The investment objectives of the Merging Trust Fund and the Continuing Trust Fund are similar as they both invest in a portfolio of securities that meet the ethical and sustainability criteria as set out by the UN Sustainable Development Goals. In addition, the Continuing Trust Fund will benefit from a larger asset base, allowing for increased portfolio diversification opportunities. The Continuing Trust Fund has a lower management fee for Series A and the same management fee for Series F. Furthermore, the Continuing Trust Fund has the same risk category as the Merging Trust Fund.

The Fund merger qualifies as a “pre-approved” merger under securities regulations and does not require unitholder approval as the Merging Trust Fund’s Independent Review Committee (“IRC”) has reviewed the Manager’s submission to implement this Fund merger based on certain conditions being met, including that unitholders receive written notice about the Fund merger at least 60 days in advance. The IRC has reviewed for potential conflicts of interest and views that the Fund merger achieves a fair and reasonable result for the Merging Trust Fund and its unitholders.

Notifications to investors in the Merging Trust Fund were mailed in March 2022. The Fund merger is automatic and not a taxable event. No action is required on behalf of investors as a result of this change, and no fees or charges will be payable by investors or the Fund in connection with the Fund merger.

Investors in the Merging Trust Fund are encouraged to speak to their Financial Advisor regarding their investment options.

About Stone Investment Group Limited (“Stone”)

Stone is an independent, Canadian-owned wealth management company and the parent company to its wholly owned subsidiary, Stone Asset Management Limited (“SAM”). SAM is an active asset manager, providing investment management services via distinctive investment mandates, overseen daily by the disciplined execution of a proprietary investment process and investment philosophy. Access to SAM investment mandates can be achieved via a family of open-ended mutual funds and Private Wealth Management services. SAM’s expertise ranges from servicing Canada’s retail investors and working with their financial advisors to the complexities of working directly with Family Offices, endowments and foundations.

At Stone, we want our investors to sleep well, knowing they’ll have the financial resources to live well.

Commissions, trailing commissions, management fees and expenses all may be associated with mutual fund investments. Please read the simplified prospectus before investing. Mutual funds are not guaranteed, their values change frequently and past performance may not be repeated.


For more information:
Stone Investment Group Limited
Jason Stone
Investor Relations
T 416 867 2533  T 800 336 9528
E jasons@stoneco.com  www.stoneco.com


Stone Investment Group Limited Reports First Quarter Results

TORONTO – February 24, 2022 – Stone Investment Group Limited released its unaudited financial results for the quarter ended December 31, 2021.

The full interim financial statements for the period, including Management’s Discussion and Analysis, are available on SEDAR at www.SEDAR.com.

About Stone Investment Group Limited

Stone Investment Group Limited is an independent wealth management company.  Stone Investment Group Limited, through its wholly owned subsidiary, Stone Asset Management Limited, structures and manages high quality investment products for Canadian investors.


For more information:
Stone Investment Group Limited
Jason Stone
Investor Relations
T 416 867 2533  T 800 336 9528
E jasons@stoneco.com  www.stoneco.com

 


Stone Investment Group Limited Reports Annual Results

TORONTO – January 26, 2022 – Stone Investment Group Limited released its audited financial results for the year ended September 30, 2021.

The full financial statements for the year, including Management’s Discussion and Analysis, are available on SEDAR at www.SEDAR.com.

About Stone Investment Group Limited

Stone Investment Group Limited is an independent wealth management company.  Stone Investment Group Limited, through its wholly owned subsidiary, Stone Asset Management Limited, structures and manages high quality investment products for Canadian investors.


For more information:
Stone Investment Group Limited
Jason Stone
Investor Relations
T 416 867 2533  or 800 336 9528 
E jasons@stoneco.com


Stone Investment Group Limited Reports Third Quarter Results

TORONTO – August 17, 2021 – Stone Investment Group Limited released its unaudited financial results for the quarter ended June 30, 2021.

The full interim financial statements for the period, including Management’s Discussion and Analysis, are available on SEDAR at www.SEDAR.com.

About Stone Investment Group Limited

Stone Investment Group Limited is an independent wealth management company.  Stone Investment Group Limited, through its wholly owned subsidiary, Stone Asset Management Limited, structures and manages high-quality investment products for Canadian investors.


For more information:
Stone Investment Group Limited
Jason Stone
Investor Relations
T 416 867 2533  or 800 336 9528 
E jasons@stoneco.com