BENEV Capital Inc.
TSX VENTURE : BEV.H

BENEV Capital Inc.

September 05, 2014 16:41 ET

BENEV Capital Inc. Announces Conditional Approvals From Stock Exchanges and Lifting of Trading Halt

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Sept. 5, 2014) -

TSX Venture Exchange Conditional Approval

BENEV Capital Inc. (TSX VENTURE: BEV.H) (the "Corporation" or "BCI") announces today that it has received conditional approval from the TSX Venture Exchange (the "Exchange") to complete its previously announced proposed transaction with Franworks Franchise Corp. of Calgary, Alberta ("Franworks") to acquire an approximate $12 million annual top-line royalty for a purchase price of approximately $103.0 million (the "Transaction"), subject to BCI fulfilling all the requirements of the Exchange.

TSX Conditional Approval

BCI also announces today that it has received conditional approval from the Toronto Stock Exchange (the "TSX") to list its common shares on the TSX upon the closing of the Transaction, subject to BCI fulfilling all the requirements of the TSX. The TSX's requirements include, among others, that the 8,992,187 BCI common shares to be issued to a direct subsidiary of Franworks (the "Retained Interest Shares") and the 5,240,964 BCI common shares to be issued to Maxam Opportunities Fund II LP ("Maxam II") (the "Private Placement Shares" and together with the Retained Interest Shares, the "Escrowed Shares"), in each case, upon the closing of the Transaction be placed in escrow. Accordingly, the Escrowed Shares will be held in escrow pursuant to an escrow agreement to be entered into at the closing of the Transaction among the aforementioned direct subsidiary of Franworks, Maxam II, BCI and a third party escrow agent (the "Escrow Agreement"). Pursuant to the terms of the Escrow Agreement, the Escrowed Shares will be released according to the following schedule: (i) one quarter of the Escrowed Shares will be released at the closing of the Transaction; (ii) one quarter of the Escrowed Shares will be released six months after the closing date of the Transaction; (iii) one quarter of the Escrowed Shares will be released 12 months after the closing date of the Transaction; and (iv) one quarter of the Escrowed Shares will be released 18 months after the closing date of the Transaction.

Trading Halt

BCI also announces today that the temporary suspension of trading of its common shares, as required by the Exchange pending receipt and review by the Exchange of acceptable documentation in connection with the Transaction, will be lifted and BCI's common shares will resume trading on the NEX board of the Exchange effective at the open of trading on Tuesday September 9, 2014.

A trading halt may be re-imposed by the Exchange if: (i) Benev fails to submit all of the required final documentation for the Transaction to the Exchange or such documentation is insufficient; or (ii) final acceptance of the Transaction is not received from the Exchange or the terms of the Transaction change prior to final acceptance from the Exchange.

For further information with respect to the Transaction reference should be made to BCI's management information circular dated August 18, 2014 that was sent to BCI's shareholders in connection with the Transaction, a copy of which is available under BCI's profile at www.sedar.com.

Investors are cautioned that, except as disclosed herein or in the Circular, any information released or received with respect to the change of business transaction may not be accurate or complete and should not be relied upon. Trading in the securities of BCI should be considered highly speculative.

The Exchange has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this news release.

Laurentian Bank Securities Inc., subject to completion of satisfactory due diligence, has agreed to act as sponsor to BCI in connection with the Transaction. An agreement to sponsor should not be construed as any assurance with respect to the merits of the Transaction or the likelihood of completion.

Forward-Looking Statements

Certain statements contained in this news release and in certain documents incorporated herein by reference may constitute forward-looking statements which involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The use of any of the words "anticipate", "continue", "estimate", "expect", "intend", "may", "will", "project", "should", "believe", "confident", "plan" and "intends" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Specifically, forward-looking statements in this news release include, but are not limited to, statements made in relation to: (i) the closing of the Transaction and conditions that must be fulfilled in order for BCI to receive final regulatory and stock exchange approval for the Transaction; (ii) the escrow arrangements to be entered into in relation to the Escrowed Shares; and (iii) the lifting of the trading halt and the resumption of trading of BCI's common shares. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events, performance, or achievements of BCI to differ materially from those anticipated or implied in such forward-looking statements. BCI believes that the expectations reflected in these forward-looking statements are reasonable but no assurance can be given that these expectations will prove to be correct. In particular, there can be no assurance that BCI will: (i) close the Transaction, (ii) not have a trading halt re-imposed on its common shares in connection with the Transaction subsequent to the aforementioned resumption of trading; and/or (iii) obtain necessary final regulatory, stock exchange and shareholder approvals to complete the Transaction. Given these uncertainties, readers are cautioned that forward-looking statements included in this news release are not guarantees of future performance, and such forward-looking statements should not be unduly relied upon. These statements speak only as of the date of this news release. BCI undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by law.

In formulating the forward-looking statements contained herein, management has assumed that business and economic conditions affecting BCI will continue substantially in the ordinary course, including without limitation with respect to general industry conditions, general levels of economic activity, regulations (including those regarding importation of hazardous materials), and that there will be no unplanned material changes in its facilities, equipment, or customer or employee relations. These assumptions, although considered reasonable by management at the time of preparation, may prove to be incorrect.

All of the forward-looking statements made in this news release are qualified by these cautionary statements and other cautionary statements or factors contained herein, and there can be no assurance that the actual results or developments will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, BCI.

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

Contact Information

  • BENEV Capital Inc.
    Sean Morrison
    President and Chief Executive Officer
    (604) 235-3146