Adent Capital Corp.
NEX BOARD : ANT.H
TSX VENTURE : ANT.H

August 10, 2016 15:29 ET

Adent Capital Corp. Announces Proposed Qualifying Transaction With Concorde Group Holdings Inc.

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Aug. 10, 2016) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW.

Adent Capital Corp. ("Adent") (NEX:ANT.H) is pleased to announce that it has entered into a non-binding letter of intent dated August 9, 2016 with Concorde Group Holdings Inc. ("Concorde"), a company based in New Jersey, USA, to complete a going public transaction for Concorde (the "Proposed Transaction") by way of a reverse takeover of Adent, a capital pool company listed on the NEX. It is currently anticipated that the Proposed Transaction will be a merger whereby Adent and Concorde would combine to form an entity (the "Resulting Issuer") whose name will be determined at a later date. The Resulting Issuer will carry on the business of Concorde as currently constituted and planned. The final structure of the Proposed Transaction is subject to receipt of tax, corporate, and securities law advice by both Adent and Concorde.

Concorde is a recently-formed company which intends to provide financial services to entrepreneurs, investors and businesses at the "Middle Market" level in North America, Europe and Asia with a focus on companies with revenues and market capitalizations below $250 million as well as investors targeting such entities. Concorde's objective is to provide high quality financial products and services to the Middle Market directly, through subsidiaries and affiliates, and through a network of strategic joint venture partners, which constitute a "Virtual Financial Services Platform," allowing it to pursue a strategy of one-stop shopping for the delivery of such financial products and services to its clients through collaboration with larger firms. Concorde believes that this market is underserved by financial services companies as a result of the consolidation that has occurred in the financial services industry. A goal of Concorde is to promote job creation through investment and growth.

Immediately prior to the completion of the Proposed Transaction, it is anticipated that Adent will consolidate its issued and outstanding common shares into 225,000 common shares of the Resulting Issuer. Concorde's outstanding common shares at closing (currently anticipated to be approximately 27,500,000) will be exchanged for common shares of the Resulting Issuer on a one-for-one basis, along with warrants to purchase approximately 2,500,000 common shares of the Resulting Issuer at an exercise price of US$0.50 per share. In addition, at closing of the Proposed Transaction, Adent shareholders would receive a cash disbursement of US$175,000.

If the Proposed Transaction is completed, the board of directors of the Resulting Issuer will consist of no fewer than three directors, all of whom will be nominated by Concorde. In addition, if the Proposed Transaction is completed, it is expected that a new auditor of the Resulting Issuer will be appointed, and that the name of the Resulting Issuer will be changed to a name designated by Concorde.

If completed, the Proposed Transaction will constitute Adent's Qualifying Transaction (as defined in Policy 2.4 of the TSX Venture Exchange (the "Exchange") Corporate Finance Manual). A comprehensive press release with further particulars relating to the Proposed Transaction will follow in accordance with the policies of the Exchange. Adent's common shares are currently halted from trading, and trading in Adent's common shares is expected to remain halted pending completion of the Proposed Transaction.

Completion of the Proposed Transaction is subject to a number of conditions including, but not limited to, completion of satisfactory due diligence, completion of Concorde's initial capital and expansion plans, the execution of a definitive agreement in respect of the Proposed Transaction, regulatory approvals, Exchange acceptance, the approvals of the shareholders of both Concorde and Adent of the Proposed Transaction (if necessary) and, if applicable pursuant to Exchange requirements, the filing of a sponsorship report and majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Investment and trading in securities of a capital pool company should be considered highly speculative.

Neither the NEX nor the Exchange has in any way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release. Neither NEX, the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.

ANY SECURITIES REFERRED TO HEREIN WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO A U.S. PERSON IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT.

Notice on forward-looking statements:

This release includes forward-looking statements regarding Adent, Concorde, and their respective businesses. Such statements are based on the current expectations of the management of each entity. The forward-looking events and circumstances discussed in this release, including completion of the Proposed Transaction, may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including risks regarding economic factors and the equity markets generally. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and Adent and Concorde undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

Adent is a capital pool company governed by the policies of the NEX and the Exchange. Adent's principal business is the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction, as referred to above.

Contact Information

  • Adent Capital Corp.
    Paul Cox
    President
    1 (604) 689-0037

    Concorde Group Holdings Inc.
    Dr. Craig Zabala
    Chairman, President and CEO
    1 (917) 338-7710