Carmanah Announces Filing of Substantial Issuer Bid Documents
August 29 2017 - 8:45AM
Carmanah Technologies Corporation (TSX:CMH) (“the Company” or
“Carmanah”) announces Carmanah’s substantial issuer bid (the “SIB”)
to purchase up to $30.0 million of its common shares (“Shares”).
On August 23, 2017, Carmanah announced its
intention to commence an SIB, pursuant to which Carmanah will offer
to purchase for cancellation up to CAD $30.0 million Shares at a
price of CAD $5.00 per Share. The maximum number of Shares that may
be purchased by Carmanah is six million. The formal offer to
purchase and issuer bid circular and other related documents (the
“Offer Documents”) will be filed with securities regulators today
and will be available on SEDAR at www.sedar.com. The Offer
Documents contain the full terms and conditions of the SIB and
instructions for tendering Shares and are expected to be mailed to
shareholders on or about August 30, 2017.
Shares acquired through the SIB will be
cancelled and returned to treasury. Should more than six million
Shares be tendered into the SIB, Shares will be acquired on a
proportionate basis from all tendering shareholders. Should all six
million Shares be acquired through the SIB, Carmanah will have
approximately 18,645,250 Shares outstanding.
The SIB will remain open for acceptance until
5:00 p.m. (Vancouver time) on October 4, 2017, unless withdrawn or
extended by Carmanah. Shares acquired through the SIB will be
cancelled and returned to treasury. If more than six million Shares
are properly tendered to the SIB, the Company will take-up and pay
for the tendered Shares on a pro rata basis according to the number
of Shares tendered, subject to preferential treatment for odd
lots.
Carmanah designates all deemed dividends arising
as a result of the repurchase of the Shares pursuant to the SIB as
eligible dividends. Dividends are designated to be eligible
dividends pursuant to subsection 89(14) of the Income Tax Act
(Canada) and any applicable provincial legislation pertaining to
eligible dividends.
James Meekison, a director of Carmanah who owns
28.6% of the issued and outstanding Shares, has advised Carmanah
that he intends to tender a portion of his Shares through an entity
he controls, to the extent that, after the effect of the SIB, Mr.
Meekison hopes he will beneficially own approximately 25% of the
issued and outstanding Shares. Michael Sonnenfeldt, who owns 10.0%
of the issued and outstanding Shares, has advised Carmanah that he
intends to tender an undetermined amount of Shares to the SIB
through an entity he controls. Carmanah’s other directors and
officers have advised Carmanah that they do not intend to tender
their Shares.
Neither Carmanah nor the Board of Directors make
any recommendation to shareholders as to whether to tender or
refrain from tendering Shares to the SIB. Shareholders should
review the Offer Documents carefully and are strongly encouraged to
consult with their financial, tax and legal advisors prior to
making any decision with respect to the SIB.
This news release is neither an offer to
purchase nor a solicitation of an offer to sell any Shares. The
solicitation and the offer to purchase Shares by Carmanah will be
made pursuant to the Offer Documents that Carmanah will file with
securities regulators and that it will distribute to its
shareholders.
About Carmanah Technologies
Corporation
Carmanah designs, develops and distributes a
portfolio of products focused on energy optimized LED solutions for
infrastructure. Since 1996, we have earned a global reputation for
delivering durable, dependable, efficient and cost-effective
solutions for industrial applications that perform in some of the
world’s harshest environments. We manage our business within two
reportable segments: Signals and Illumination. The Signals segment
serves the Airfield Ground Lighting, Aviation Obstruction, Offshore
Wind, Marine, Traffic and Telematics markets. The
Illumination segment provides solar powered LED outdoor lights for
municipal and commercial customers.
This release may contain forward-looking
statements. Often, but not always, forward-looking statements can
be identified by the use of words such as “expects,” “estimates,”
“could,” “will” or variations of such words and phrases.
Forward-looking statements or information in this news release
relate to, among other things: the conduct and completion of the
SIB; the intention of certain shareholders, including Mr. Meekison
and Mr. Sonnenfeldt, to tender or refrain from tendering Shares to
the SIB and the hope of Mr. Meekison that, after the effect of the
SIB, he will beneficially own approximately 25% of the issued and
outstanding Shares. Forward-looking statements involve known and
unknown risks, uncertainties, and other factors which may cause the
actual results, performance, or achievements of Carmanah to be
materially different from any future results, performance, or
achievements expressed or implied by the forward-looking
statements. Such factors include, but are not limited to: certain
shareholders tendering less or more Shares to the SIB than
initially intended and the potential for Carmanah to extend, amend
or withdraw the SIB in accordance with its terms. These
forward-looking statements are based on management’s current
expectations and beliefs but given the uncertainties, assumptions
and risks, readers are cautioned not to place undue reliance on
such forward-looking statements or information. Carmanah disclaims
any obligation to update, or to publicly announce, any such
statements, events or developments except as required by law.
For additional information on these risks and
uncertainties, see Carmanah’s most recently filed Annual
Information Form (“AIF”) and Annual MD&A, which are available
on SEDAR at www.sedar.com and on the Company’s website at
www.carmanah.com. The risk factors identified in Carmanah’s AIF and
MD&A are not intended to represent a complete list of factors
that could affect Carmanah.
Contact
Carmanah Technologies Corporation:
Evan Brown, (250) 380-0052
Chief Financial Officer/Corporate Secretary
investors@carmanah.com