Dominion Citrus Limited
TSX : DMN.PR.A

Dominion Citrus Limited

January 19, 2016 10:58 ET

Dominion Citrus Limited Advises of Suspension of Trading and Delisting from TSX of Series A Preference Shares and Issues Clarification Regarding Series A Preference Shares

TORONTO, ONTARIO--(Marketwired - Jan. 19, 2016) - Dominion Citrus Limited (TSX:DMN.PR.A) ("DCL") was advised on January 18, 2016 by a letter from the Toronto Stock Exchange ("TSX") that the Continued Listings Committee of the TSX has determined to delist the Series A preference shares of DCL effective February 18, 2016 (the "Delisting Date") for failure by DCL to meet the continued listing requirements of the TSX. Trading in the Series A preference shares was suspended immediately and is expected to remain suspended until the Delisting Date.

DCL had announced on December 18, 2015 that the TSX was reviewing the eligibility for continued listing on the TSX of the Series A preference shares under the Remedial Review Process of the TSX. Following a hearing held by the Continued Listings Committee on January 14, 2016 at which DCL was represented, the TSX identified the financial condition, working capital and capital structure of DCL and the market value of the Series A preference shares for the 30 previous consecutive trading days as the reasons for the delisting decision.

The TSX also requested DCL to clarify its December 10, 2015 press release in which DCL and its parent, Dominion Citrus Income Fund (TSX:DOM.UN) (the "Fund"), reported that, subject to certain assumptions and restrictions of scope, Klein Farber Corporate Finance Inc. ("Klein Farber") estimated "the enterprise value of DCL, before outstanding debt, to be in a range between $10.3 million and $13.5 million. In calculating the fair market value of equity of DCL, this range was adjusted for outstanding debt of approximately $24 million. As DCL is a limited liability corporation, equity value for practical purposes cannot be negative. Accordingly, Klein Farber estimated that the equity would have some option value, though negligible." The TSX requested DCL to clarify that the equity of DCL, for such purposes, includes both its common shares and the Series A Preference Shares.

Management is considering various options, taking into consideration the non-binding offer which has been accepted by the Fund for the sale of its assets, including the common shares of DCL, the Participating Notes issued by DCL and held by the Fund and the option held by the Fund to acquire Dominion Farm Produce Limited from DCL, for an aggregate purchase price of $10,805,070 (see press release of the Fund dated January 12, 2016). The Series A preference shares are not subject to the offer and their position will not be affected by the proposed sale, if it is completed.

About Dominion Citrus

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. Dominion also supplies products to customers in the United States.

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 Fund's website may be accessed at www.dominioncitrus.com.

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 or DCL's or the Fund's future performance. 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 DCL's and the Fund's businesses, including those described in DCL's and the Fund's most recent annual information form filed on SEDAR at www.sedar.com. Any forward-looking statements speak only as of the date of this press release, and DCL and the Fund assume 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.

No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

Contact Information

  • Dominion Citrus Limited
    Paul Scarafile
    President & CEO
    416-242-8341 x 250