ComWest Reorganizes to Reduce Odd-Lot Shareholdings
14 September 2009 - 11:00PM
Marketwired
ComWest Enterprise Corp. ("ComWest") (TSX VENTURE: CWP)(TSX
VENTURE: CWP.A) is pleased to announce a proposed consolidation and
subsequent share split of its Class A restricted equity and Class B
common shares (collectively the "Equity Shares") in order to
eliminate the number of odd-lot shareholdings that have evolved
over the years in both classes of shares and reorganize its capital
structure to facilitate future business transactions.
Reasons for Restructuring
ComWest currently has outstanding 7,040,432 Class B common
shares and 5,027,504 Class A restricted equity shares. Based on
recent data, approximately 1,000,000 or 14.2% of the Class B shares
are held by an estimated 4,300 shareholder accounts with current
holdings of fewer than 2,500 shares, representing an average of
approximately 232 Class B shares per holder. About 850,000 or 16.9%
of the Class A shares are held by an estimated 3,900 shareholder
accounts with current holdings of fewer than 2,500 shares,
representing an average of approximately 218 Class A shares per
holder. The majority of Class A shareholders are also Class B
shareholders.
Shareholders with small or odd-lot holdings have had no cost
effective option to dispose of their shares. The consolidation
proposal provides a cost effective liquidity option for small
shareholders to sell their holdings and liquidate their investment
on favorable terms, relative to current and recent market trading
prices without payment of brokerage fees that in many cases would
be more than their sale proceeds.
As a reporting issuer, ComWest is required to disseminate to
registered and beneficial shareholders interim statements, annual
statements and associated continuous disclosure materials. In the
case of many small shareholders, the administrative cost associated
with providing such services represents a disproportionately large
percentage of the total share value of their investment. ComWest
spends a significant amount of money each year printing and mailing
materials required by statute, such as annual reports and
information circulars, to these small shareholders and serving
their accounts through ComWest's registrar and transfer agent. The
effect of the proposed consolidation will be to reduce
administrative costs associated with maintaining a large
shareholder base of odd-lot and small shareholders, by
significantly reducing the number of these shareholders.
ComWest expects that it will be necessary to issue additional
Equity Shares in order to raise further capital and/or make
investments in additional businesses it is currently seeking to
identify. Any share issuances are subject to the regulatory
requirements of the TSX Venture Exchange (the "Exchange"),
including minimum pricing which is generally $0.05 per share. Based
on recent trading prices of the Equity Shares it would be difficult
to raise additional capital at such minimum pricing levels. The
proposed share consolidation and stock split will result in holders
of 2,500 or more Equity Shares effectively being consolidated on a
5 to 1 basis. This will provide increased flexibility for ComWest
to structure future issuances of shares.
Mechanics of Restructuring
The basis of consolidation proposed for both Class A and B
shares will be one (1) post-consolidated Equity Share for each
twenty five hundred (2,500) pre-consolidated Equity Shares (the
"Consolidation"). Holders of fewer than 2,500 Equity Shares in
either class who do not elect to increase their holdings to 2,500
or more Equity Shares in such class prior to the effective date of
the share consolidation will receive cash of $0.04 per share and
their Equity Shares would be cancelled. Due to the equal
distribution rights of both classes of Equity Shares, management
took into consideration the average weighted trading activity in
both classes of shares over the three month period preceding this
news release and rounded the result to the nearest whole cent.
Immediately following the Consolidation, the remaining Equity
Shares will be split on the basis of five hundred (500) post-split
shares for each one (1) post-consolidated share to achieve minimum
distribution and other requirements of the Exchange. Fractions will
be rounded to the nearest whole number on the split.
Shareholder and Regulatory Approvals
In order to implement the Share Consolidation Plan, special
business will be proposed at the upcoming annual meeting of
shareholders to approve an alteration of the Equity Shares to
effect a consolidation of the Equity Shares, on the basis proposed,
with an immediate stock split of such shares thereafter to meet the
minimum distribution requirements of the Exchange. Approval of two
thirds of Class B shareholders present or represented by proxy
would be required for approval of the Share Consolidation Plan, as
well as the separate approval of two thirds of Class A shareholders
present or represented by proxy voting as a class. If approved, the
consolidation would be expected to occur on or about October 17,
2009 and the share split would be effective immediately
thereafter.
Shares purchased by ComWest in conjunction with the share
consolidation will be cancelled. Purchase transactions for such
cancelled shares and all associated costs will be funded by
ComWest. Formal notification, including confirmation of the record
date for the Share Consolidation, confirmation of any required
regulatory or shareholder approvals, letters of transmittal and
related documentation for implementing the Share Consolidation,
will be provided by ComWest as and when received. It is estimated
that $125,000, inclusive of meeting, advisory and transaction
costs, will need to be allocated to the implementation of the Share
Consolidation Plan.
The shareholders meeting is scheduled for October 14, 2009.
Shareholders will be provided with information by mail in coming
weeks outlining in detail the proposed terms of consolidation/stock
split, the basis of consolidation, and any necessary steps they
need to take.
The Share Consolidation Plan is subject to the approval of the
Exchange and shareholders. No assurance can be given that the
Shareholder Consolidation Plan will be approved by the Exchange or
by shareholders on the terms proposed or at all.
Other Corporate Developments
Dmitri Tymkiw has resigned as a director to devote more time to
his private businesses. The board expresses its gratitude to Mr.
Tymkiw for his contribution to ComWest over the past four years. In
addition, 400,000 outstanding directors options allocated to an
officer of ComWest have been cancelled.
About ComWest
ComWest management has been actively identifying, conducting due
diligence on and negotiating the potential acquisition of several
profitable operating businesses. Deloitte Touche LLP were engaged
to assist in this process in 2008 but to date no acquisitions have
been concluded.
COMWEST ENTERPRISE CORP.
Douglas F. Good, Director and CFO
The TSX Venture Exchange has not reviewed and does not accept
responsibility for the accuracy of this release.
Contacts: ComWest Enterprise Corp. Douglas F. Good Director and
CFO (604) 484-6628 dgood@telus.net
(TSXV:CWP.A)
Historical Stock Chart
From Jun 2024 to Jul 2024
(TSXV:CWP.A)
Historical Stock Chart
From Jul 2023 to Jul 2024