Duntroon Energy Ltd.

March 06, 2008 16:52 ET

Duntroon Energy Ltd. Signs Acquisition Agreements to Acquire Funds Business

TORONTO, ONTARIO--(Marketwire - March 6, 2008) - Duntroon Energy Ltd. ("Duntroon") announces that it has entered into Acquisition Agreements with Brompton Group Limited ("BGL") and Newport Partners Holdings LP ("NPH") to, among other things, acquire Brompton Funds LP ("BFLP"). BFLP is a limited partnership which owns Brompton's investment funds management business which manages assets currently totalling $2.5 billion. BFLP is owned 55% by BGL and 45% by NPH, which in turn is wholly owned by Newport Partners Income Fund ("the Fund") (TSX-NPF.UN). Duntroon also announces that an Information Circular and other materials are being mailed to shareholders for a shareholders meeting to be held on March 31, 2008, ("Shareholder Meeting"), to consider the proposed acquisitions. The Information Circular and the Acquisition Agreements are available on SEDAR at www.sedar.com.

The independent directors of Duntroon have approved the acquisitions and have recommended that Duntroon shareholders vote to approve the transaction.

Under the terms of the Acquisition Agreements, Duntroon will pay consideration of $64.5 million plus an amount equal to the advances made by BFLP to its partners in respect of the period from January 1, 2008 to the date of closing, plus $100,001 and will issue 1,428,333 Class A shares, a new class of shares to be formed for the transaction, at a value of $45 per Class A share and 500,000 voting common shares valued at $0.45 per common share as consideration for the acquisitions. Duntroon will also issue promissory notes for an amount equal to the advances made by BFLP to its partners from January 1, 2008 to the closing date.

Following the transaction, the Brompton business will be carried on by Duntroon on substantially the same basis as it is currently carried on by BFLP with the same management team, directors and independent review committee. Duntroon will provide a tax-efficient platform for possible expansion of the Brompton business, both by acquisition of other financial services businesses and by the growth of the existing Brompton funds management business.

The transaction is subject to a number of conditions, including the approval by the shareholders of Duntroon (excluding Brompton Financial Limited ("BFL") which is considered a "related party" as a result of the shareholdings of certain persons in both BGL and BFL) at the Shareholder Meeting and the consent of NPH's lending syndicate. Closing is expected to take place as soon as all conditions are met following the Shareholder Meeting.

Contact Information

  • Duntroon Energy Ltd.
    Moyra E. MacKay
    Corporate Secretary
    (416) 642-6007
    Duntroon Energy Ltd.
    Kathy Banner
    Assistant Corporate Secretary
    (416) 642-6005
    Website: www.duntroonenergy.com