VANCOUVER, British Columbia, April 07, 2021 (GLOBE NEWSWIRE) — Pender Growth Fund Inc. (the “Company” or “Pender”) is happy to announce that it has entered right into a definitive settlement (the “Agreement”) for the potential acquisition (the “Proposed Transaction”) of all the issued and excellent shares of the Working Opportunity Fund (EVCC) Ltd. (“WOF”) in trade for money consideration pursuant to a statutory plan of association below the Business Corporations Act (British Columbia).
As a steadfast investor in non-public corporations within the BC know-how sector since 2000, Pender believes that long-term dedicated capital is a key requirement for constructing a powerful native tech sector. Since 1993, WOF has additionally been a key supporter of the BC know-how trade, offering affected person long-term capital to BC know-how entrepreneurs.
David Barr, CEO of Pender, commented, “This Proposed Transaction represents a unique opportunity for Pender to acquire an investment entity that holds a portfolio of mature companies in the private technology space, our sector of expertise. In fact, it also allows us to add to our holdings of Copperleaf Technologies Inc., one of the holdings we acquired in 2020.”
The Proposed Transaction would enable Pender to supply ongoing help to the businesses now in WOF’s portfolio, permitting them to proceed to execute on their strategic plans with out the disruption of a change in direct possession. Pender’s purpose will likely be to help their improvement and progress towards potential exits when and the place doable.
A particular committee of the WOF board of administrators engaged an unbiased certified agency that has supplied a equity opinion stating that the Proposed Transaction is truthful from a monetary perspective to the shareholders of each the Venture Series and the Commercialization Series, which collectively comprise WOF.
The Proposed Transaction offers the WOF Venture Series shareholders the choice to elect to proceed to carry their WOF shares, permitting them to proceed to take part sooner or later efficiency of the underlying Venture Series portfolio, and with a restricted annual proper to have their shares redeemed at 40% of NAV. It is anticipated that the WOF will distribute any extra money, if any, to the WOF Venture Series shareholders as a dividend simply previous to closing.
Those WOF Venture Series shareholders who don’t elect to proceed to carry their shares (“Exiting Shareholders”) will, by default, obtain a money cost from Pender of 43.5% of the worth of the Venture Series NAV which will likely be payable 50% on closing of the Proposed Transaction and 50% thereafter. Exiting Shareholders have a restricted and conditional proper to a further money cost from Pender primarily based on a share share of the online positive factors on carrying values on the efficient date from divestment exercise within the Venture Series portfolio earlier than May 18, 2022, particularly, (a) if a divestment completes on or earlier than November 18, 2021, Exiting Shareholders will obtain their professional rata portion of 60% of the online acquire; (b) if a divestment completes on or earlier than February 18, 2022, Exiting Shareholders will obtain their professional rata portion of 45% of the online acquire; and (c) if a letter of intent, time period sheet or binding settlement for a divestment is entered into on or earlier than February 18, 2022 and such divestment is subsequently accomplished by May 18, 2022, Exiting Shareholders will obtain their professional rata entitlement of 20% of the online acquire.
The sole portfolio asset associated to the Commercialization Series is BuildDirect.com Technologies Inc. (“BuildDirect”) which introduced a possible reverse take-over transaction and subscription receipt financing on March 19, 2021. For the Commercialization Series, it’s anticipated that the WOF will distribute extra money to its shareholders as a dividend simply previous to closing and, on closing, the Commercialization Series shareholders would obtain a money cost from Pender equal to the larger of fifty% of the NAV of the Commercialization Series portfolio and 75% of the BuildDirect subscription receipt financing value, if that financing is accomplished on the Proposed Transaction time limit.
The Proposed Transaction is topic to plenty of situations to closing, together with approval of the Supreme Court of British Columbia, the WOF shareholders, the administrator below the Employee Investment Act (British Columbia) and the TSX Venture Exchange. There could be no assurance that the Proposed Transaction will likely be accomplished on the premise proposed or in any respect. An in depth info round absolutely describing the Proposed Transaction and issues associated to it is going to be mailed to WOF shareholders in April and will likely be made obtainable on WOF’s web site and profile on SEDAR.
About the Company
The Company’s goal is to attain long-term capital appreciation for its traders. The Company makes use of its small capital base and long-term horizon to put money into distinctive conditions; primarily small cap, particular conditions, and illiquid private and non-private corporations. The Company trades on the TSX Venture Exchange below the image “PTF”.
Please go to www.pendergrowthfund.com.
For additional info, please contact:
PenderFund Capital Management Ltd.
Toll Free: (866) 377-4743
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that time period is outlined within the insurance policies of the TSX Venture Exchange) accepts duty for the adequacy or accuracy of this launch.
This information launch accommodates sure “forward looking statements” and sure “forward-looking information” as outlined below relevant Canadian and U.S. securities legal guidelines (collectively, “forward-looking statements”). Forward-looking statements can usually be recognized by way of forward-looking terminology similar to “may”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “continue”, “plans”, “potential” or related terminology. Forward-looking statements on this information launch embrace, however will not be restricted to, statements and data associated to completion of the Proposed Transaction and the anticipated advantages of the Proposed Transaction to the Company. In making the forward-looking statements on this information launch, the Company has utilized a number of materials assumptions, together with with out limitation, the assumptions that the events will be capable to fulfill the situations to closing and full the Proposed Transaction and that the Company will be capable to accomplish its plans and targets with respect to the WOF portfolio. Forward-looking statements and data will not be historic information and are made as of the date of this information launch. These forward-looking statements contain quite a few dangers and uncertainties and precise outcomes might range. Important elements which will trigger precise outcomes to range embrace with out limitation, dangers associated to the flexibility of the events to fulfill the situations of the Proposed Transaction and shut the Proposed Transaction and the flexibility of the Company to perform its plans and targets with respect to the Proposed Transaction and the WOF portfolio, together with any adjustments typically financial situations or situations within the monetary markets. The precise outcomes or efficiency by the Company may differ materially from these expressed in, or implied by, any forward-looking statements referring to these issues. Accordingly, no assurances could be on condition that any of the occasions anticipated by the forward-looking statements will transpire or happen, or if any of them achieve this, what affect they may have on the Proposed Transaction or monetary situation of the Company. Except as required by regulation, the Company is below no obligation, and expressly disclaim any obligation, to replace, alter or in any other case revise any forward-looking assertion, whether or not written or oral, that could be made every now and then, whether or not on account of new info, future occasions or in any other case, besides as could also be required below relevant securities legal guidelines.