TORONTO, Dec. 14, 2021 (GLOBE NEWSWIRE) -- Stone Investment Group Limited (“SIG” or the “Corporation”) is responding to the December 10, 2021 offer from IC Capitalight Corp. (“Capitalight”) for SIG's Debentures with a simple message to its Debentureholders – SIG's offer is the only bona fide cash offer available to Debentureholders and the only one that provides certainty to all.
The Capitalight offer comes days after a wholly-owned subsidiary of SIG launched a fully-funded, all-cash offer to purchase 7,293 Debentures for $670 (plus accrued quarterly interest of approximately $16) per Debenture.
The board of directors and management of SIG urge Debentureholders to choose the SIG offer based on the important differences between the SIG offer and the Capitalight offer:
- Fully-committed financing: Only the SIG offer is backed by fully-committed financing, with a credit agreement signed and posted on SEDAR. The Capitalight offer materials state that their offer is conditional upon receiving financing on the terms contemplated in a "Financing Letter", or alternative financing. Capitalight can offer no assurance that they can deliver on the financing, which means that Debentureholders have no assurance that the Capitalight offer will close.
- Execution risk: Capitalight’s offer is predicated on a “minimum tender condition” of 2,828 Debentures, a condition that SIG believes cannot be met given the overwhelming support from Debentureholders received for the SIG offer to date.
- Certainty of outcome: Neither the SIG offer nor the Capitalight offer will result in all Debentures being acquired. The SIG offer is for 7,293 Debentures, and Capitalight simply doesn't have enough time to acquire all of the Debentures, even if they could pay for them. Only the SIG offer provides certainty of outcome for Debentureholders who accept the SIG offer and for those who do not.
- If the SIG offer succeeds, the selling Debentureholders will be paid in cash, the maturity date of the Debentures will be extended, and the remaining Debentures will continue in good standing.
- If the Capitalight offer succeeds, the amendment of the Debentures will be blocked, leading to a default scenario when the Debentures mature on December 28, 2021. The outlook for Debentureholders at that point will be uncertain, other than the fact that a costly and lengthy process will ensue and the value of the business and the Debentures will be eroded.
- Capitalight's objective is to drive the Debentures into default and emerge with SIG's business. They don't need to pay for a single Debenture to achieve that objective. They just need to dissuade enough Debentureholders from accepting SIG's bona fide liquidity opportunity, thereby preventing the extension of the Debenture maturity date. Turning away from SIG's offer would risk reaching the Debenture maturity date with no immediate cash liquidity for any Debentureholder. That result would serve Capitalight and Capitalight alone.
The board of directors and management of SIG urge Debentureholders not to be complacent. Only a successful SIG offer will optimize value for all Debentureholders.
Debentureholders who wish to tender their Debentures to the SIG offer should immediately contact their advisor and direct them to complete SIG's Letter of Transmittal and return it by email to Sintra Capital at khooke@sintracap.ca. Debentureholders who require a copy of the Letter of Transmittal can request it from Sintra Capital.
The SIG Cash Offer is expected to be completed on or about December 21, 2021.
Please refer to SIG’s November 30, 2021 press release and offer document for more information.
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:
Stone Investment Group Limited
Jason Stone
Investor Relations
416 867 2533 or 800 336 9528
jasons@stoneco.com
www.stoneco.com
or
Sintra Capital
Kevin Hooke
President
204 291 5735
khooke@sintracap.ca
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 Cash Offer and the operations of the Corporation. 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: general business, economic and social uncertainties; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments and other risks outside of the Corporation's control. Additional risk factors are included in the Company’s Management’s Discussion and Analysis, available under the Corporation's profile on SEDAR at www.sedar.com. Although the Corporation 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, the Corporation disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
