Spinnaker Development Corporation

May 19, 2017 13:56 ET

Spinnaker Development Corporation Completes Going Private Transaction

TORONTO, ONTARIO--(Marketwired - May 19, 2017) - Spinnaker Development Corporation (the "Company") announced today that it has completed its going private transaction previously announced on April 28, 2017.

The Company has filed articles of amendment effecting a consolidation of its voting common shares on the basis of one voting common share for each 647,000 existing issued voting common shares (the "Consolidation"). The Consolidation has resulted in all of the holders of voting common shares of the Company (except Anodyne Corporation, a company owned and controlled by Mr. Taylor and his family and Spinnaker Resorts Inc., a company owned and controlled by Mr. Taylor and his family (the "Taylor Group")) holding a fractional interest in the post-consolidated voting common shares of the Company.

As fractional shares will not be issued, each holder of voting common shares of the Company, other than Taylor Group, is entitled to receive $2.37 in cash for each pre-consolidated voting common share held immediately prior to the Consolidation in lieu of certificates for fractional post-consolidated voting common shares (with no amount payable to a holder of voting common shares who would be entitled to receive, net of withholding taxes, less than $10).

As a result of the Consolidation, Taylor Group are now the only two shareholders of the Company, holding in the aggregate three (3) voting common shares of the Company.

The Company obtained the required shareholder approvals to effect the Consolidation at the special meeting of shareholders held on May 19, 2017.

In order for former holders of voting common shares to receive the cash amount to be paid to them for their voting common shares, the certificates representing the pre-consolidated voting common shares must be delivered to Capital Transfer Agency Inc. together with a duly completed and signed letter of transmittal (the "Letter of Transmittal") in the form delivered to holders of voting common shares with the notice of meeting and accompanying information circular dated April 3, 2017 of the Company. If a share certificate has been lost or destroyed, the Letter of Transmittal must be completed as fully as possible and forwarded to Capital Transfer Agency Inc. together with an executed affidavit of loss.

There is no settlement date or distribution date on which funds are to be distributed.

About Spinnaker Development Corporation:

The Company was amalgamated pursuant to the Business Corporations Act (Ontario) on October 17, 1990. It has been a reporting issuer since 1984.

The Company holds a 9.58% interest in Spinnaker Resorts Inc. ("Spinnaker Resorts"). Spinnaker Resorts markets, sells and provides financing for buyers of time share intervals associated with resorts it developed in: Hilton Head Island, South Carolina; Branson, Missouri; and Ormond Beach, Florida.

The corporate headquarters of the Company are located in Toronto, Ontario.

The Company is subject to cease trade orders in the Province of Saskatchewan made on April 16, 2002, in the Province of Ontario made on July 22, 1993, in the Province of Alberta made on July 14, 1993 and in the Province of Quebec made on July 3, 1991. The cease trade orders remain in effect.

Cautionary Statement Regarding ForwardLooking Statements:

Certain of the statements and information in this press release constitute "forward‐looking information" within the meaning of applicable Canadian provincial securities laws. Any statements or information that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects", "is expected", "anticipates", "believes", "plans", "projects", "estimates", "assumes", "intends", "strategies", "targets", "goals", "forecasts", "objectives", "budgets", "schedules", "potential" or variations thereof or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be forward‐looking statements or information.

Forward‐looking statements or information are subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ from those reflected in the forward‐looking statements or information such as: proposed transactions including the proposed share consolidation, risks inherent to the hospitality industry, macroeconomic factors beyond the Company's control, time-share sales, risks related to doing business with third-party hotel owners, significant investments in owned and leased real estate, indebtedness, changes in general economic conditions and conditions in the financial markets; credit and liquidity risks, interest rate risks and foreign currency risks which could impact the Company's investment, the Company's history of negative cash flows and operating losses may continue, risks related to the Company's investment strategy, the Company's heavy reliance on its investment in Spinnaker Resorts, the Company's dependence on key management personnel, as well as other matters discussed in this press release. This list is not exhaustive of the factors that may affect any of the Company's forward-looking statements. They are not guarantees of future performance, involve certain risks and uncertainties that are difficult to predict, and are based upon assumptions as to future events that may not prove to be accurate. These statements are based on current expectations of the Company and currently available information.

Forward‐looking statements or information are statements about the future and are inherently uncertain, and actual achievements of the Company or other future events or conditions may differ materially from those reflected in the forward‐looking statements or information due to a variety of risks, uncertainties and other factors.

The Company's forward‐looking statements and information are based on assumptions, beliefs, expectations and opinions as of the date of this press release, and other than as required by applicable securities laws, the Company does not assume any obligation to update forward‐looking statements and information if circumstances or assumptions, beliefs, expectations or opinions should change, or changes in any other events affecting such statements or information occur. For the reasons set forth above, investors should not place undue reliance on forward‐looking statements and information.

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