SOL Global Investments Corp. (the “Company” or “SOL Global”) (CSE: SOL) (OTCQ: SOLCF) (Frankfurt: 9SB) is pleased to announce that further to its press releases dated September 7, 2021 and September 23, 2021, it has launched a substantial issuer bid (the “Offer”) pursuant to which SOL Global will offer to purchase for cancellation up to $30,000,000 of its outstanding common shares (the “Common Shares”).
Subject to the terms and conditions set out in the formal offer to purchase, the issuer bid circular, letter of transmittal and notice of guaranteed delivery (the “Offer Documents”), the Offer will proceed by way of a “Dutch auction”. Holders of Common Shares wishing to tender to the Offer will be 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”).
The purchase price to be paid by SOL Global for each validly deposited Common Share will be determined upon expiry of the Offer and will be 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 tender their Common Shares will set the purchase price for the Offer. The purchase price will be the lowest price (which will not be 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 maximum amount available under the Offer, determined in accordance with the terms of the Offer. Common Shares deposited at or below the purchase price as finally determined by SOL Global will be purchased at such purchase price. 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.
If the aggregate purchase price for Common Shares validly tendered is greater than the amount available under the Offer, SOL Global will purchase Common Shares from the holders of Common Shares who made purchase price tenders or tendered at or below the purchase price as finally determined by SOL Global on a pro rata basis, except that “odd lot” holders (holders of less than 100 Shares) will not be subject to proration.
SOL Global has today mailed the Offer Documents containing the terms and conditions of the Offer, instructions for tendering Common Shares, and the factors considered by SOL Global’s Board in making its decision to approve the Offer, among other things, to all registered and beneficial holders of its Common Shares. The Offer Documents will also be filed today with the applicable securities regulators in Canada and will be available under the Company’s profile on SEDAR at www.sedar.com. Shareholders should carefully read the Offer Documents prior to making a decision with respect to the Offer.
The Offer will not be conditional upon any minimum number of Common Shares being tendered. The Offer will, however, be subject to other conditions described in the Offer Documents and SOL Global will reserve the right, subject to applicable laws, to withdraw, extend or vary the Offer, if, at any time prior to the payment of deposited Common Shares, certain events occur. The Offer is expected to remain open for acceptance until 11:59 p.m. (Toronto time) on November 26, 2021, unless withdrawn, extended or varied by SOL Global. SOL Global has also filed with securities commissions an application for exemptive relief to allow it to extend the Offer, as described in the Offer Documents.
SOL Global’s Board has approved the making of the Offer and the purchase price for Common Shares, however none of SOL Global, its Board, the dealer manager or the depositary makes any recommendation to any shareholder as to whether to deposit or refrain from depositing any Common Shares under the Offer. Shareholders are urged to carefully evaluate all information in the Offer, consult their own financial, legal, investment and tax advisors and make their own decisions as to whether to deposit Common Shares under the Offer and, if so, how many Common Shares to deposit and at what price or prices.
This press release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell SOL Global’s Common Shares. The solicitation and the offer to buy the Common Shares will only be made pursuant to Offer Documents to be filed with the applicable securities regulators in Canada. The Offer will be optional for all shareholders, who will be free to choose whether to participate, how many Common Shares to tender and at what price to tender within the specified range. Any shareholder who does not deposit any Common Shares (or whose Common Shares are not repurchased under the Offer) will realize a proportionate increase in equity interest in SOL Global, to the extent that Common Shares are purchased under the Offer.
SOL Global has retained Clarus Securities Inc. (“Clarus”) to act as financial advisor and dealer manager in connection with the Offer and Odyssey Trust Corporation (“Odyssey“) to act as depositary. Clarus has delivered an opinion (the “Liquidity Opinion”) to SOL Global’s Board that, based on and subject to the qualifications, assumptions and limitations stated in the Liquidity Opinion, there is a liquid market for the Common Shares as of the date of the Liquidity Opinion and that it is reasonable to conclude that, following the completion of the Offer in accordance with its terms, there will be a market for holders of Common Shares who do not tender to the Offer that is not materially less liquid than the market that existed at the date of the Liquidity Opinion. A copy of the Liquidity Opinion will be included in the issuer bid circular. 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.
