Carrus Capital Corp. Announces Final Court Order for Plan of Arrangement, Share Distribution Record Date, & Share Consolidation
12 April 2014 - 11:41AM
Marketwired
Carrus Capital Corporation Announces Final Court Order for Plan of
Arrangement, Share Distribution Record Date, and Share
Consolidation
VANCOUVER, BRITISH COLUMBIA--(Marketwired - Apr 11, 2014) -
Carrus Capital Corporation (the "Company" or "Carrus")
(TSX-VENTURE:CHQ) is pleased to announce that on March 26, 2014,
the Company obtained a final order from the Supreme Court of
British Columbia to the implementation of the plan of
arrangement.
The Company is also pleased to announce that it will be
implementing the approved spin-off of BioAB Strategies Ltd.
("BioAB"), BioDE Ventures Ltd. ("BioDE"), and BioHEP Technologies
Ltd. ("BioHEP") to Carrus shareholders of record on April 11, 2014
(the "Share Distribution Record Date"). No action is required by
Carrus shareholders in order to receive shares of BioAB, BioDE, and
BioHEP. Shareholders entitled to receive shares of BioAB, BioDE,
and BioHEP will receive a DRS advice reflecting their ownership, or
their brokerage account will be credited with the shares. A
bulletin has been issued today from the TSX Venture Exchange with
respect to the distribution. The payable date is the same as the
Share Distribution Record Date of April 11, 2014.
Pursuant to the Arrangement, shareholders of Carrus will receive
1 BioAB share, 1 BioDE share and 1 BioHEP share (collectively
referred to as the "Distributed Shares") for every 5 Carrus Shares
they hold as of the Share Distribution Record Date of April 11,
2014.
The redemption price of the Carrus Class A Preferred Shares per
share is equal to $5,000/2,845,381 shares and the paid up capital
of these Carrus Class A Preferred Shares per share is equal to
$5,000/2,845,381 shares. Therefore, every 5 shares of the Carrus
Preferred Shares redeemed will result in a distribution of 1 BioAB
Share, 1 BioDE Share and 1 BioHEP Share to each shareholder. Thus,
the adjusted cost base for the Distributed Shares for each of the
subsidiaries will be equal to the total fair value of assets
transferred, divided by the total number of Distributed Shares (ie:
$5,000/2,845,381 shares). As a result, shareholders receiving the
BioAB Shares, BioDE Shares and BioHEP Shares should not experience
any capital gain on redemption of the Carrus Class A Preferred
Shares. However, shareholders should seek their own professional
advice in order to determine the amount of capital gain, if any,
they may experience on redemption of the Carrus Class A Preferred
Shares.
Spin-off of three
wholly owned subsidiaries:
Carrus Capital Corporation (14,226,904 shares as of record date)
Subsidiaries (1 share for every 5 Carrus shares held) |
Transfer from Carrus: Cash |
Transfer from Carrus: Pharmaceutical portfolio |
Total fair value of transferred assets per subsidiary |
BioAB (2,845,381 Distributed Shares) |
$5,000.00 |
MX-2401 antibiotic assets and contracts ($Nil value) |
$5,000.00 |
BioDE (2,845,381 Distributed Shares) |
$5,000.00 |
Omiganan-based technologies with anti-infective properties, related
contracts, and CLS001 ($Nil value) |
$5,000.00 |
BioHEP (2,845,381 Distributed Shares) |
$5,000.00 |
SB-9000, Springbank shares, hepatitis assets and contracts ($1,000
value) |
$6,000.00 |
Aggregate Fair Market Value (Total) (Aggregate Paid-up
Capital - 14,226,904 Carrus Preferred Shares) |
$16,000.00 |
In addition, the Company intends to consolidate its share
capital concurrently with the spin-off, and expects to receive
director approval to consolidate its share capital on the basis of
one (1) new common share for every seven (7) currently issued and
outstanding common shares. Registered shareholders of the Company
will receive the letter of transmittal containing instructions on
how to obtain new share certificates of Carrus by mail. The letter
of transmittal will be posted on SEDAR under the Company's profile
at www.sedar.com. The share consolidation is subject to final
acceptance from the TSX Venture Exchange.
The securities referred to in this news release have not been,
nor will they be, registered under the United States Securities Act
of 1933, as amended, and may not be offered or sold within the
United States or to, or for the account or benefit of, U.S. persons
absent U.S. registration or an applicable exemption from the U.S.
registration requirements. This news release does not constitute an
offer for sale of securities for sale, nor a solicitation for
offers to buy any securities. Any public offering of securities in
the United States must be made by means of a prospectus containing
detailed information about the company and management, as well as
financial statements.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this news release.
Carrus Capital CorporationBruce SchmidtChief Executive Officer,
Corporate Secretary & Director604-760-0160
Carrus Capital Corporation (TSXV:CHQ)
Historical Stock Chart
From May 2024 to Jun 2024
Carrus Capital Corporation (TSXV:CHQ)
Historical Stock Chart
From Jun 2023 to Jun 2024