Paradigm Capital Partners Limited

Paradigm Capital Inc.

June 07, 2013 19:52 ET

Early Warning Report and Press Release Filed Under National Instrument 62-103

TORONTO, ONTARIO--(Marketwired - June 7, 2013) -

(a) Name and address of the offerors.
Paradigm Capital Partners Limited ("PCPL")
95 Wellington Street West
Suite 2101
PO Box 55
Toronto, Ontario
M5J 2N7
Paradigm Capital Inc. ("PCI")
95 Wellington Street West
Suite 2101
PO Box 55
Toronto, Ontario
M5J 2N7
(b) The designation and number or principal amount of securities and the offerors' securityholding percentage in the class of securities of which the offeror acquired ownership or control in the transaction or occurrence giving rise to the obligation to file the news release, and whether it was ownership or control that was acquired in those circumstances.
On November 27, 2012 PCPL acquired ownership and control of common shares (the "Shares") of Enablence Technologies Inc. (the "Issuer") in a private placement such that its aggregate holdings represented 10% or more of the issued and outstanding Shares of the Issuer.
Following such acquisition, and after giving effect to a 1-for-20 share consolidation of the common shares of the Issuer effective December 6, 2012, PCPL maintained ownership and control over 4,185,815 Shares of the Issuer (the "PCPL Shares"), representing approximately 12.53% of the issued and outstanding Shares of the Issuer.
Since December 11, 2012, PCI, an affiliate of PCPL, has acquired ownership and control over an additional 2,121,000 Shares in market transactions (the "PCI Shares"), such that PCPL's and PCI's aggregate holdings, after giving effect to other issuances of Shares during this timeframe, currently represent approximately 11.79% of the issued and outstanding Shares of the Issuer.
(c) The designation and number or principal amount of securities and the offerors' securityholding percentage in the class of securities immediately after the transaction or occurrence giving rise to the obligation to file a news release.
After giving effect to the acquisitions noted in item (b) above, PCPL and PCI own and control an aggregate of 6,306,815 Shares, representing approximately 11.79% of the issued and outstanding Shares as at June 7, 2013.
(d) The designation and number or principal amount of securities and the percentage of outstanding securities of the class of securities referred to in paragraph (c) over which:
(i) the offerors, either alone or together with joint actors, has ownership and control,
Paradigm Capital Partners Limited 4,185,815 7.84%
Paradigm Capital Inc. 2,121,000 3.95%
(ii) the offerors, either alone or together with joint actors, has ownership but control is held by other persons or companies other than the offeror or any joint actor, or
N/A
(iii) the offerors, either alone or together with joint actors, has exclusive or shared control but does not have ownership.
N/A
(e) The name of the market in which the transaction or occurrence that gave rise to the news release took place.
PCPL acquired Shares of the Issuer in connection with a non-brokered private placement which closed on November 27, 2012.
PCI acquired the PCI Shares in the course of market activity conducted on the TSX Venture Exchange.
(e.1) The value, in Canadian dollars, of any consideration offered per security if the offerors acquired ownership of a security in the transaction or occurrence giving rise to the obligation to file a news release.
The Shares of the Issuer which PCPL acquired on November 27, 2012 were at a cost of approximately $0.0165 per share (on a pre-consolidation basis).
The PCI Shares were acquired at prevailing Share prices on the TSX Venture Exchange.
(f) The purpose of the offerors and any joint actors in effecting the transaction or occurrence that gave rise to the news release, including any future intention to acquire ownership of, or control over, additional securities of the reporting issuer.
PCPL acquired the PCPL Shares as passive investments and not for the purpose of influencing the control or direction of the Issuer. PCI acquired the PCI Shares in the course of market activity, including providing liquidity for the Issuer, and not for the purpose of influencing the control or direction of the Issuer.
PCI intends to continue engaging in market activity in its capacity as a registered investment dealer. As such, PCI may acquire ownership and control of additional Shares. PCPL and PCI may in the future acquire or dispose of securities of the Issuer, through the market, privately or otherwise, as circumstances or market conditions warrant.
(g) The general nature and the material terms of any agreement, other than lending arrangements, with respect to securities of the reporting issuer entered into by the offeror, or any joint actor, and the issuer of the securities or any other entity in connection with the transaction or occurrence giving rise to the news release, including agreements with respect to the acquisition, holding, disposition or voting of any securities.
N/A
(h) The names of any joint actors in connection with the disclosure required by this form.
N/A
(i) In the case of a transaction or occurrence that did not take place on a stock exchange or other market that represents a published market for the securities, including an issuance from treasury, the nature and value in Canadian dollars of the consideration paid by the offeror.
On November 27, 2012, PCPL purchased 63,519,801 Shares of the Issuer (on a pre-consolidated basis) for an aggregate cash purchase price of $1,049,000.
(j) If applicable, a description of any change in any material fact set out in a previous report by the entity under the early warning requirements or Part 4 of National Instrument 62-103 in respect of the reporting issuer's securities.
N/A
(k) If applicable, a description of the exemption from securities legislation being relied on by the offeror and the facts supporting that reliance.
N/A
DATED June 7, 2013.

Contact Information

  • Paradigm Capital Inc.
    416.361.9892