Park Lawn Income Trust

Park Lawn Income Trust
Park Lawn Company Limited

March 04, 2010 10:48 ET

Clarification of Park Lawn Income Trust’s Proposed Conversion to a Corporation and Business Combination involving Park Lawn Company Limited and a subsidiary of LMS Medical Systems Inc.

TORONTO, ONTARIO--(Marketwire - March 4, 2010) - Park Lawn Income Trust ("Park Lawn") (TSX VENTURE:PLC.UN) and Park Lawn Company Limited ("PLCL") (CNSX:PRL) announced yesterday that they have entered into an agreement (the "Agreement") among Park Lawn, PLCL, LMS Medical Systems Inc. ("LMS") and its wholly-owned subsidiary, 2980622 Canada Inc. (formerly, LMS Medical Systems (Canada) Ltd.) ("Subco") pursuant to which such parties will, among other things, participate in a series of transactions (collectively, the "Transaction") undertaken as part of a plan of arrangement (the "Arrangement") under section 182(1) of the Business Corporations Act (Ontario) designed to result in (1) Park Lawn converting from an income trust to a corporation (the "Conversion"), and (2) PLCL indirectly owning all of the assets of Park Lawn and all of the issued and outstanding securities of Subco.

Supplementary Information regarding the Transaction

Information about LMS Medical Systems Inc.

LMS is a reporting issuer in several jurisdictions in Canada. Until the sale of substantially all of the assets of Subco in July 2009, LMS and Subco conducted business as a supplier of mathematical modeling and neural networks for medical use. LMS and Subco are currently not carrying on any active business activities. Additional information regarding both LMS and Subco can be found on SEDAR.

Summary of Commercial Objectives of the Transaction

Park Lawn, PLCL, LMS and Subco have entered into the Agreement with the intent of (1) maximizing the efficiency of the Conversion, (2) rationalizing the operations of Park Lawn and PLCL through a combination of their respective businesses, (3) generating cash for LMS' future operations by having Subco facilitate the Transaction and (4) providing possible future tax savings for PLCL through the business combination among Park Lawn, PLCL and Subco.

Details regarding Securities Exchange Component of the Transaction

As previously disclosed, the terms of the Agreement provide that holders of Park Lawn units ("Units") listed on the TSX Venture Exchange (the "TSXV") will exchange their units, on a tax- free basis, for common shares of PLCL. Common shares of PLCL are listed on the Canadian National Stock Exchange (the "CNSX") and the issuance of common shares of PLCL necessary for the aforesaid exchange of securities will accordingly require, among other things, the prior approval of the CNSX. Although the ratio pursuant to which common shares of PLCL will be exchanged for the outstanding Units has yet to be definitively determined, it is anticipated that the current holders of Units will, upon completion of the exchange of securities, own substantially all of the issued and outstanding common shares of PLCL, in part because more than 90% of the currently issued and outstanding common shares of PLCL are owned by holders of Units. The proposed exchange of securities is subject to, among other things, the prior approval of the holders of both Units and common shares of PLCL.

Listing of Common Shares of PLCL

Upon completion of the Transaction it is the intention of PLCL to seek to have its common shares accepted for listing on the TSX Venture Exchange.

About Park Lawn

Park Lawn is a trust established to indirectly hold six cemeteries in the Greater Toronto Area and an interest in Bloorpark Developments Inc. Its units are listed on the TSX Venture Exchange.

About PLCL

PLCL owns a 2.9 acre parcel of land located at 57 Linelle Street and the house and land located at 53 Linelle Street, Toronto. PLCL also holds a promissory note from Park Lawn Limited Partnership. PLCL's common shares are listed on the Canadian National Stock Exchange.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) nor the Canadian National Stock Exchange accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • Park Lawn Income Trust
    Frank Mills
    Park Lawn Company Limited
    Frank Mills