ComWest Enterprise Corp.

September 14, 2009 09:00 ET

ComWest Reorganizes to Reduce Odd-Lot Shareholdings

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Sept. 14, 2009) - ComWest Enterprise Corp. ("ComWest") (TSX VENTURE:CWP)(TSX VENTURE:CWP.A) is pleased to announce a proposed consolidation and subsequent share split of its Class A restricted equity and Class B common shares (collectively the "Equity Shares") in order to eliminate the number of odd-lot shareholdings that have evolved over the years in both classes of shares and reorganize its capital structure to facilitate future business transactions.

Reasons for Restructuring

ComWest currently has outstanding 7,040,432 Class B common shares and 5,027,504 Class A restricted equity shares. Based on recent data, approximately 1,000,000 or 14.2% of the Class B shares are held by an estimated 4,300 shareholder accounts with current holdings of fewer than 2,500 shares, representing an average of approximately 232 Class B shares per holder. About 850,000 or 16.9% of the Class A shares are held by an estimated 3,900 shareholder accounts with current holdings of fewer than 2,500 shares, representing an average of approximately 218 Class A shares per holder. The majority of Class A shareholders are also Class B shareholders.

Shareholders with small or odd-lot holdings have had no cost effective option to dispose of their shares. The consolidation proposal provides a cost effective liquidity option for small shareholders to sell their holdings and liquidate their investment on favorable terms, relative to current and recent market trading prices without payment of brokerage fees that in many cases would be more than their sale proceeds.

As a reporting issuer, ComWest is required to disseminate to registered and beneficial shareholders interim statements, annual statements and associated continuous disclosure materials. In the case of many small shareholders, the administrative cost associated with providing such services represents a disproportionately large percentage of the total share value of their investment. ComWest spends a significant amount of money each year printing and mailing materials required by statute, such as annual reports and information circulars, to these small shareholders and serving their accounts through ComWest's registrar and transfer agent. The effect of the proposed consolidation will be to reduce administrative costs associated with maintaining a large shareholder base of odd-lot and small shareholders, by significantly reducing the number of these shareholders.

ComWest expects that it will be necessary to issue additional Equity Shares in order to raise further capital and/or make investments in additional businesses it is currently seeking to identify. Any share issuances are subject to the regulatory requirements of the TSX Venture Exchange (the "Exchange"), including minimum pricing which is generally $0.05 per share. Based on recent trading prices of the Equity Shares it would be difficult to raise additional capital at such minimum pricing levels. The proposed share consolidation and stock split will result in holders of 2,500 or more Equity Shares effectively being consolidated on a 5 to 1 basis. This will provide increased flexibility for ComWest to structure future issuances of shares.

Mechanics of Restructuring

The basis of consolidation proposed for both Class A and B shares will be one (1) post-consolidated Equity Share for each twenty five hundred (2,500) pre-consolidated Equity Shares (the "Consolidation"). Holders of fewer than 2,500 Equity Shares in either class who do not elect to increase their holdings to 2,500 or more Equity Shares in such class prior to the effective date of the share consolidation will receive cash of $0.04 per share and their Equity Shares would be cancelled. Due to the equal distribution rights of both classes of Equity Shares, management took into consideration the average weighted trading activity in both classes of shares over the three month period preceding this news release and rounded the result to the nearest whole cent. Immediately following the Consolidation, the remaining Equity Shares will be split on the basis of five hundred (500) post-split shares for each one (1) post-consolidated share to achieve minimum distribution and other requirements of the Exchange. Fractions will be rounded to the nearest whole number on the split.

Shareholder and Regulatory Approvals

In order to implement the Share Consolidation Plan, special business will be proposed at the upcoming annual meeting of shareholders to approve an alteration of the Equity Shares to effect a consolidation of the Equity Shares, on the basis proposed, with an immediate stock split of such shares thereafter to meet the minimum distribution requirements of the Exchange. Approval of two thirds of Class B shareholders present or represented by proxy would be required for approval of the Share Consolidation Plan, as well as the separate approval of two thirds of Class A shareholders present or represented by proxy voting as a class. If approved, the consolidation would be expected to occur on or about October 17, 2009 and the share split would be effective immediately thereafter.

Shares purchased by ComWest in conjunction with the share consolidation will be cancelled. Purchase transactions for such cancelled shares and all associated costs will be funded by ComWest. Formal notification, including confirmation of the record date for the Share Consolidation, confirmation of any required regulatory or shareholder approvals, letters of transmittal and related documentation for implementing the Share Consolidation, will be provided by ComWest as and when received. It is estimated that $125,000, inclusive of meeting, advisory and transaction costs, will need to be allocated to the implementation of the Share Consolidation Plan.

The shareholders meeting is scheduled for October 14, 2009. Shareholders will be provided with information by mail in coming weeks outlining in detail the proposed terms of consolidation/stock split, the basis of consolidation, and any necessary steps they need to take.

The Share Consolidation Plan is subject to the approval of the Exchange and shareholders. No assurance can be given that the Shareholder Consolidation Plan will be approved by the Exchange or by shareholders on the terms proposed or at all.

Other Corporate Developments

Dmitri Tymkiw has resigned as a director to devote more time to his private businesses. The board expresses its gratitude to Mr. Tymkiw for his contribution to ComWest over the past four years. In addition, 400,000 outstanding directors options allocated to an officer of ComWest have been cancelled.

About ComWest

ComWest management has been actively identifying, conducting due diligence on and negotiating the potential acquisition of several profitable operating businesses. Deloitte Touche LLP were engaged to assist in this process in 2008 but to date no acquisitions have been concluded.


Douglas F. Good, Director and CFO

The TSX Venture Exchange has not reviewed and does not accept responsibility for the accuracy of this release.

Contact Information

  • ComWest Enterprise Corp.
    Douglas F. Good
    Director and CFO
    (604) 484-6628