Fair Market Value of Lumine Group Spin-Out Shares
17 February 2023 - 11:00AM
On February 6, 2023 Constellation Software Inc. (TSX:CSU) announced
it had declared a special dividend (the “Dividend”), pursuant to
which all common shareholders of record on February 16, 2023 (the
“Record Date”) are entitled to receive, by way of a
dividend-in-kind, 3.0003833 subordinate voting shares of Lumine
Group Inc. (the “Spin-Out Shares”) for each common share of
Constellation held. The payment date for the Dividend is expected
to be on or about February 23, 2023. The common shares of
Constellation commenced trading on an ex-dividend basis at the
opening of markets on February 15, 2023.
Following the distribution of the Spin-Out Shares, there will be
63,582,712 subordinate voting shares of Lumine Group outstanding,
representing all of the outstanding Spin-Out Shares. CSI will
indirectly own preferred shares of Lumine Group that will have a
cumulative dividend entitlement of 5% and a redemption amount equal
to the fair market value of the business at the time of the
Dividend. CSI will have the right to cause the redemption of those
preferred shares at the redemption amount at any time, subject to
certain conditions. As a result, the Spin-Out Shares are expected
to have a nominal fair market value of US$0.0001 per share at the
time of the Dividend. (See the Lumine Group Inc. final prospectus
dated February 6, 2023 (the “Final Prospectus”), filed on SEDAR,
for more information.)
The Spin-Out Shares will, on the basis set forth in the Final
Prospectus, be qualified investments under the Income Tax Act
(Canada) for a trust governed by a registered retirement savings
plan, deferred profit sharing plan, registered retirement income
fund, registered education savings plan, registered disability
savings plan, and a tax free savings account.
About Constellation Software
Inc.Constellation Software acquires, manages and builds
vertical market software businesses.
Contact:
Jamal BakshChief Financial Officer 416-861-9677
Constellation Software (TSX:CSU)
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