Dominion Citrus Income Fund

Dominion Citrus Income Fund
Dominion Citrus Limited

Dominion Citrus Limited

November 07, 2014 10:44 ET

Dominion Citrus Income Fund and Dominion Citrus Limited Provide Update for Proposed Transaction

TORONTO, ONTARIO--(Marketwired - Nov. 7, 2014) - On September 10, 2014, Dominion Citrus Income Fund (TSX:DOM.UN) (the "Fund") announced that it had entered into a letter agreement with Michael Blair, a former Fund trustee, ("Blair") for the purchase by Blair of all of the common shares of Dominion Citrus Limited ("DCL") for $500,000 cash (the "Proposed Transaction"). Details of the Proposed Transaction were disclosed in the September 10, 2014 press release and the letter agreement is filed on the System for Electronic Document Analysis and Retrieval ("SEDAR") at Effective as of November 5, 2014, the Fund and Blair formally agreed to extend the closing date for the Proposed Transaction from November 28, 2014 to December 31, 2014.

The Fund and DCL also announce that, on November 5, 2014, they were served with a notice of application (the "Application") commenced in the Ontario Superior Court of Justice by Solar Harvest Company Ltd. and Robert Fortune, who state that together they own 527,500 Series A preference shares in the capital of DCL, (the "Applicants"). The Applicants are claiming an interim and interlocutory injunction restraining DCL from making any further payments to the Fund, or to any other holder of common shares of DCL, in any manner and specifically restraining DCL from paying interest under the Participating Notes issued by DCL and held for the benefit of the Fund. The Applicants are also claiming various other orders and declarations in connection with the Series A preference shares and the Participating Notes. There are 1,021,150 Series A preference shares currently issued and outstanding. As at June 28, 2014, DCL owed the Fund $19,402,000 pursuant to the Participating Notes. The Fund has waived interest on the Participating Notes since January 1, 2010.

The Fund and DCL are considering the Application and the claims made therein, and assessing the effect the Application may have on the Proposed Transaction.

The Fund had called a special meeting of unitholders to approve the Proposed Transaction (the "Special Meeting") to be held on November 25, 2014. The Special Meeting will be postponed until further notice.

About Dominion

The Fund is a publicly traded, unincorporated, open-ended limited purpose income trust. On January 1, 2006, all of the common shares of DCL were exchanged for trust units of the Fund. The trust units are listed on the TSX under the symbol DOM.UN. The Series A preference shares of DCL are listed on the TSX under the symbol DMN.PR.A.

DCL is a diversified food company supplying fresh produce to a wide variety of customers in retail, foodservice and food distribution businesses. DCL provides procurement, processing, repacking, sorting, grading, warehousing and distribution services to its major domestic markets being Ontario and Québec. DCL also supplies products to customers in the United States. The Fund's website may be accessed at

Cautionary Statement Regarding Forward Looking Information and Statements

Certain statements contained in this press release contain "forward-looking information" pursuant to Canadian securities laws ("forward-looking statements"). Forward-looking statements relate to future events, including the Proposed Transaction and the Application. All statements other than statements of historical fact are forward-looking statements. The use of any of the words "anticipate", "plan", "contemplate", "continue", "estimate", "expect", "intend", "propose", "might", "may", "will", "shall", "project", "should", "could", "would", "believe", "predict", "forecast", "pursue", "potential" and "capable" and similar expressions are intended to identify forward-looking statements. These forward-looking statements may be affected by the risks and uncertainties in the Fund's and DCL's business, including those described in the Fund's and DCL's most recent annual information form filed on SEDAR at Any forward-looking statements speak only as of the date of this press release, and the Fund assumes no obligation to update or revise any forward-looking statement to reflect events or circumstances arising after the date of this press release except as required by applicable securities laws.

Contact Information

  • Dominion Citrus Income Fund
    Peter McLaughlin
    Chairman of the Board of Trustees
    (416) 802-2367

    Dominion Citrus Limited
    Winston Ash
    President & CEO
    (416) 242-8341 x 250