Press Releases

Stone Asset Management Announces Redesignation of Units of Stone Global Growth Fund, Stone Global Sustainability Fund and Stone Growth Fund, and Termination of Stone American Dividend Growth Fund


Toronto ON – September 13, 2022 Stone Asset Management Limited (the “Manager” or “SAM”), the manager and trustee of Stone Global Growth Fund, Stone Global Sustainability Fund, Stone Growth Fund and Stone American Dividend Growth Fund (collectively, the “Funds” and each a “Fund”), is announcing today that the following series of units of Stone Global Growth Fund, Stone Global Sustainability Fund and Stone Growth Fund will be redesignated as set out in the chart below based on the applicable series net asset value per unit of the two series of units of the applicable Fund on October 28, 2022.

Fund Current Series Redesignated To
Stone Global Growth Fund Series B Series A
Series L Series A
Stone Global Sustainability Fund Series B Series A
Series L Series A
Stone Growth Fund Series B Series A
Series L Series A
Series T8B Series T8A
Series T8C Series T8A

 

All investors will experience an annualized management fee rate decrease of 0.50% as a result of these redesignations. Notice of the redesignations was mailed on September 13, 2022 to unitholders of record on September 7, 2022.

The Manager is also announcing that it has determined, in accordance with Section 10(2)(5) of Stone American Dividend Growth Fund’s Amended and Restated Declaration of Trust dated December 6, 2018, as amended May 7, 2021 (the “Declaration of Trust”), that the aggregate series net asset value of the Fund is insufficient to warrant the cost of continuing the administration of the Fund. As a result, the Manager has determined to terminate the Fund on or about October 28, 2022 (the “Termination Date”). Investors will have the opportunity to switch their units to another Stone Fund prior to the termination date and are encouraged to consult with their Investment Advisor.  All of the issued and outstanding units (the “Units”) of the Fund will be redeemed by the Fund on the Termination Date.

Redemption proceeds will be paid on or before November 1, 2022. Unitholders will receive payment of the series net asset value per Unit to be redeemed. Unitholders are not required to take any action in connection with the final redemption. The Manager encourages all unitholders to consult with their Investment Advisor to understand the financial and tax implications associated with redeeming or switching their Units.

Notice of the Termination Date was mailed on September 13, 2022 to unitholders of record on September 7, 2022.

For further information please contact Stone Client Services at 1-800-795-1142 or clientservices@stoneco.com.

About Stone Asset Management Limited

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.


Starlight Capital Completes Acquisition of Stone Investment Group Increasing Its Assets Under Management to Over $1 Billion

Toronto ON – July 7, 2022. Starlight Investments Capital LP (“Starlight Capital”) and Stone Investment Group Limited
(“Stone”) are pleased to announce the completion of the previously announced plan of arrangement (the “Arrangement”)
whereby Starlight Capital, through a wholly-owned subsidiary, acquired all of the issued and outstanding common shares
of Stone (“Stone Shares”). As part of the Arrangement, the successor corporation to Stone has changed its name to
Starlight Capital Corporation and all of the $1,000 principal amount secured debentures (the “Debentures”) previously
issued by Stone were acquired or redeemed. The Arrangement was implemented pursuant to Section 192 of the Canada
Business Corporations Act.

“We are pleased to welcome the Stone employees to Starlight Capital, and we look forward to working together to generate
the same strong investment performance that investors in the Stone funds have enjoyed for many years,” commented
Dennis Mitchell, Chief Executive Officer and Chief Investment Officer of Starlight Capital. ”In addition, this transaction
takes Starlight Capital’s assets over the $1 billion threshold and allows Starlight Capital to partner with our advisor clients
across a broader spectrum of investment solutions.”

Richard Stone, the founder of Stone added, “The combination of Starlight Capital and Stone brings together two very
complementary suites of investment solutions and will ensure our clients continue to enjoy the strong stewardship that a
leading independent asset manager can provide.”

Read more…


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 richards@stoneco.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:

Richard Stone
Chief Executive Officer
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: 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.


Stone Investment Group Provides Update to Closing of Transaction with Starlight Capital

Toronto ON – June 23, 2022.  On June 22, 2022, Starlight Capital Investments LP (“Starlight Capital“) issued a press release announcing that as of yesterday’s date, Stone Investment Group Limited (“SIG” or the “Corporation“) had not yet satisfied the closing condition (the “AUM Condition“) to maintain a minimum of $630 million of assets under management (“AUM“) in its public mutual funds (the “Stone Funds“) and managed accounts as required pursuant to the arrangement agreement dated April 7, 2022 between SIG, Starlight Capital, Stone-SIG Acquisition Limited, 13613429 Canada Inc., and 13909841 Canada Inc., as amended May 6, 2022 (the “Arrangement Agreement“).  Starlight Capital went on to state that if the AUM Condition is not satisfied prior to June 30, 2022, it does not currently intend to complete the transactions pursuant to the Arrangement Agreement unless at least 10,500 of Stone’s outstanding 9.0% senior unsecured debentures (the “Debentures“) are irrevocably deposited by 5:00 pm on June 24, 2022 to the offer launched on November 29, 2021, as amended, by Stone-SIG Acquisition Limited 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“).

As the Corporation has previously announced, the Stone Offer remains open for acceptance until June 30, 2022.

The Corporation wishes to clarify that the decline in AUM is a function of the sharp decline in global capital markets over recent weeks and is not a reflection of the relative performance of the Stone Funds and managed accounts. Stone Asset Management Limited, portfolio manager of the Stone Funds and managed accounts, together with all of the subadvisors, remain confident that the investment portfolios are being managed appropriately in the circumstances.

Richard Stone, President and CEO of the Corporation, said: “Everyone knows the global capital markets are in a period of precipitous decline.  When we signed the Arrangement Agreement on April 7, we were comfortably over the AUM threshold.  It is unfortunate that the collapse of the global markets began just weeks before our scheduled closing date.  Given the timeline for approval from shareholders, the court and the regulators, there was nothing we could do to accelerate the transactions.  Despite this challenge, the firm, its managers and subadvisors remain steadfastly dedicated to the best interests of the investors in the Stone Funds and our managed account clients.  While the circumstances are certainly less than ideal at the moment, we remain optimistic that the transaction with Starlight Capital will be completed and we continue to work toward merging our operations.  We are doing everything we can to get this done.”

To demonstrate his own commitment to completing the transaction, Mr. Stone has executed and delivered a letter of transmittal to deposit under the Stone Offer all 728 Debentures that he beneficially owns, subject to acceptance in conjunction with the closing of the transactions pursuant to the Arrangement Agreement.  He added:  “I firmly believe that this is the right transaction for the company.  I am prepared to do what I can to see it through to successful completion.”

In addition to Mr. Stone’s Debentures, the Corporation has also received a firm commitment for the deposit of a further 336 Debentures on the same terms as Mr. Stone’s deposit.  Management and the board are hopeful that other Debentureholders, particularly significant Debentureholders, will support the transaction and follow Mr. Stone in depositing additional Debentures to the Stone Offer.


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

Chief Executive Officer

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: the acquisition of the Corporation by Starlight Capital; the completion of the transactions contemplated in the Arrangement Agreement, the Debentures, the Stone Offer, whether further Debentures will be tendered to the Stone Offer, whether the AUM Condition will be satisfied under the Arrangement Agreement and whether Starlight Capital will complete the transactions contemplated under the Arrangement Agreement.

Forward-looking statements necessarily involve risks, including, without limitation, risks associated with the ability of the parties to the Arrangement Agreement to satisfy their closing conditions, general business, economic and social uncertainties; 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.


Stone Investment Group Obtains Final Court Order Approving Its Plan of Arrangement With Starlight Investments Capital LP

Toronto ON – June 20, 2022.  Stone Investment Group Limited (“SIG” or the “Corporation“) announced today that the Corporation has obtained a final court order (the “Final Order”) from the Ontario Superior Court of Justice (Commercial List) approving the previously announced plan of arrangement (the “Plan of Arrangement”) under the Canada Business Corporations Act.

The Plan of Arrangement described in the Corporation’s management information circular dated May 18, 2022, provides for, among other things, a transaction pursuant to an arrangement agreement dated April 7, 2022 (the “Arrangement Agreement“) between the Corporation, Stone-SIG Acquisition Limited, 13613429 Canada Inc., Starlight Investments Capital LP and 13909841 Canada Inc.

As previously announced, the Plan of Arrangement was approved by shareholders of the Corporation at its annual and special meeting of shareholders held on June 15, 2022.

If all of the conditions to closing for the transactions contemplated in the Plan of Arrangement and Arrangement Agreement are satisfied or waived, the transactions are expected to be effected on or about June 24, 2022.

Copies of the Arrangement Agreement and the Plan of Arrangement are available on the Corporation’s SEDAR profile at www.sedar.com.

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

Chief Executive Officer

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; the acquisition of the Corporation by Starlight Capital; the expected process for and timing of implementing 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.

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 close the transactions contemplated in the Plan of Arrangement; 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.


Stone Investment Group Announces Overwhelming Shareholder Approval of Plan of Arrangement With Starlight Investments Capital LP

Toronto ON – June 15, 2022.  Stone Investment Group Limited (“SIG” or the “Corporation“) announces the voting results from the Corporation’s annual and special meeting of shareholders (the “Meeting“) held earlier today.  At the Meeting, the holders (the “Shareholders“) of common shares of the Corporation (“Common Shares“) approved, among other things, the plan of arrangement (the “Plan of Arrangement“) 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.  Details of the voting results at the Meeting are summarized below.

Copies of the Arrangement Agreement and the Plan of Arrangement are available on the Corporation’s SEDAR profile at www.sedar.com.

Voting Results

A total of 19,021,739 Common Shares (representing approximately 76% of the issued and outstanding Common Shares) were present virtually in person or by proxy at the Meeting. The votes cast in respect of the various resolutions put forth at the Meeting are summarized as follows:

Details of all matters voted upon at the Meeting are provided in the Management Information Circular in respect of the Meeting, a copy of which is available on the Corporation’s SEDAR profile.

Majority of the Minority Vote

To be approved at the Meeting, the resolution in respect of the Plan of Arrangement required: (i) the affirmative vote of at least 66⅔% of the votes cast or represented by proxy at the Meeting (set out in the table above); 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 Shareholder Meeting, excluding Mr. Richard Stone, in accordance with Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (set out in the table below, the “Majority of the Minority Vote“).

Votes cast at the Meeting in respect of the Majority of the Minority Vote are summarized as follows:

Accordingly, all shareholder approvals required in order to proceed with the Plan of Arrangement have been obtained.

A report of the voting results will be made available on the Corporation’s SEDAR profile.

Status of Closing Conditions

The transactions contemplated in the Plan of Arrangement and Arrangement Agreement are expected to be effected on or about June 24, 2022, subject to the Corporation obtaining a final order (the “Final Order“) from the Ontario Superior Court of Justice (Commercial List) approving the Plan of Arrangement, certain requisite regulatory approvals and the satisfaction or waiver of other customary closing conditions.

The hearing for the Final Order is scheduled to take place on June 20, 2022.

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

Chief Executive Officer

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 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 ability of the Corporation to close the transactions contemplated in the Plan of Arrangement; 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 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.