SOL Global Investments Corp. (“SOL Global”) (CSE: SOL) (OTCQ SOLCF) (Frankfurt: 9SB) is pleased to announce the preliminary results of its substantial issuer bid (the “Offer”) which expired on November 26, 2021, pursuant to which SOL Global offered to purchase for cancellation up to $30 million of its common shares (“Common Shares”).
Pursuant to the Offer, which was launched on October 20, 2021, SOL Global invited holders of its Common Shares to tender, for purchase and cancellation by SOL Global, Common Shares for an aggregate purchase price not exceeding $30 million (“Auction Tender Limit Amount”). The Offer was conducted by way of a “Dutch auction”. Holders of Common Shares who wished to tender to the Offer were entitled to specify the number of Common Shares being tendered at a price of not less than $4.05 and not more than $4.25 per Common Share in increments of $0.05 per Common Share (the “Auction Tender”), subject to the terms and conditions set out in the formal offer to purchase, the issuer bid circular dated October 20, 2021, letter of transmittal and notice of guaranteed delivery sent to shareholders in connection with the Offer.
An aggregate of approximately 11.9 million Shares were validly tendered. In accordance with the terms of the Offer and based on the preliminary calculations of Odyssey Trust Company (“Odyssey”), as depositary for the Offer, SOL Global expects to take up and pay for approximately 7,407,389 Common Shares at a purchase price of $4.05 per Share (the “Purchase Price”), representing an aggregate purchase price of approximately $30 million.
Since the Offer was oversubscribed, shareholders who made Auction Tenders at or below the Purchase Price will have the number of Common Shares purchased prorated following the determination of the final results of the Offer (other than “odd lot” tenders, which are not subject to proration).
The Purchase Price is determined based on the number of Common Shares validly deposited and the prices specified by shareholders as part of their Auction Tender. As a result, SOL Global shareholders who tendered their Common Shares set the Purchase Price for the Offer. The Purchase Price was determined as the lowest price (not more than $4.25 per Common Share and not less than $4.05 per Common Share) which enables SOL Global to purchase Common Shares up to the Auction Tender Limit Amount, determined in accordance with the terms of the Offer. Common Shares deposited at the Purchase Price of $4.05 will be purchased at such Purchase Price (subject to proration). Common Shares deposited at prices above the Purchase Price will not be taken up in connection with the Offer and will be returned to the respective shareholders.
The number of Common Shares to be purchased and the Purchase Price referred to above are preliminary and remain subject to verification. Upon take up and payment of the Common Shares purchased, SOL Global will release the final results of the Offer, including the proration factor applied in the take up.
For Canadian federal income tax purposes, a deemed dividend arises on the repurchase of Common Shares under the Offer. To assist shareholders in determining the Canadian tax consequences of the Common Shares, SOL Global estimates that for the purposes of the Income Tax Act (Canada), the paid-up capital per Share is $2.114.
SOL Global has retained Clarus Securities Inc. (“Clarus”) to act as financial advisor and dealer manager in connection with the Offer and Odyssey to act as depositary. Any questions or requests for information may be directed to Odyssey, as the depositary for the Offer, at 1-888-290-1175 or to Clarus, as dealer manager for the Offer, at ROrviss@ClarusSecurities.com.
