SOL Global Investments Corp. ("SOL Global") (CSE: SOL) (OTCQ SOLCF) (Frankfurt: 9SB) is pleased to announce that on December 3, 2021, it has taken up and purchased for cancellation a total of 7,407,389 of its common shares ("Common Shares") at a price of $4.05 per Common Share pursuant to its substantial issuer bid (the "Offer") which expired on November 26, 2021 for an aggregate purchase price of $30 million.
The Common Shares purchased represent approximately 14.2% of the total number of SOL Global's issued and outstanding Common Shares. Prior to the completion of the Offer, SOL Global had 52,018,533 Common Shares issued and outstanding. After giving effect to the Offer, and the take up of 7,407,389 Common Shares, SOL Global has 44,611,144 Common Shares issued and outstanding.
Based on the final count of Odyssey Trust Company ("Odyssey"), the depositary for the Offer, a total of 11,897,511 Common Shares were tendered. Since the Offer was oversubscribed, shareholders who made auction tenders at a price of $4.05 per Common Share had approximately 85.6% of their successfully tendered Common Shares purchased by SOL Global (other than "odd lot" tenders, which were not subject to proration). Common Shares tendered at a price of more than $4.05 were not taken up under the Offer. Any Common Shares not purchased, including Common Shares not purchased as a result of proration, Common Shares tendered pursuant to auction tenders at prices higher than C$4.05 per Common Share or Common Shares that were not validly tendered, will be returned to shareholders as soon as practicable by Odyssey.
Payment for the Common Shares accepted for purchase under the Offer will be effected by Odyssey on or about December 8, 2021 in accordance with the Offer and applicable law.
For Canadian federal income tax purposes, a deemed dividend arises on the repurchase of Common Shares under the Offer. To assist shareholders in determining the Canadian tax consequences of the Offer, SOL Global has determined that for the purposes of the Income Tax Act (Canada), the paid-up capital per Common Share is $2.114. SOL Global designates the entire amount of the deemed dividend arising from its repurchase of the Common Shares under the Offer as an "eligible dividend" for purposes of the Income Tax Act (Canada) and any corresponding provincial and territorial tax legislation. For the purposes of subsection 191(4) of the Income Tax Act (Canada), the "specified amount" in respect of each Common Share is $3.27.
The full details of the Offer are described in the offer to purchase and issuer bid circular dated October 20, 2021, as well as the related letter of transmittal and notice of guaranteed delivery, copies of which were filed and are available on SEDAR at www.sedar.com.
SOL Global has retained Clarus Securities Inc. ("Clarus") to act as financial advisor and dealer manager in connection with the Offer and Odyssey to act as depositary. Any questions or requests for information may be directed to Odyssey, as the depositary for the Offer, at 1-888-290-1175 or to Clarus, as dealer manager for the Offer, at [email protected].
Forward Looking Information
This news release contains forward-looking information or forward-looking statements (collectively, "forward-looking statements") within the meaning of applicable securities laws, including, but not limited to, statements relating to the Offer, including the timing of payment of the purchased Common Shares under the Offer and other statements that are not historical facts, are "forward-looking statements" within the meaning of applicable securities laws. Any such forward-looking statements are based on information currently available to us and are based on assumptions and analyses made by us in light of our experience and our perception of historical trends and current conditions. Readers should also refer to the risk factors set forth in SOL Global's current management discussion and analysis available at SEDAR (www.sedar.com). There can be no assurance that the plans, intentions or expectations upon which forward-looking statements are based will be realized. Actual results may differ, and the difference may be material and adverse to SOL Global and its shareholders.