Eric Boyko

September 05, 2017 08:21 ET

Eric Boyko Increases Holdings in Stingray Digital Group Inc.

MONTREAL, QUEBEC--(Marketwired - Sept. 5, 2017) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES AND NOT FOR DISSEMINATION IN THE UNITED STATES

Eric Boyko ("EB") announces that he has acquired, through Boyko Investments Corporation ("BIC"), a company wholly-owned by EB, control over 500,000 multiple voting shares ("Multiple Voting Shares") of Stingray Digital Group Inc. ("Stingray"), representing approximately 3.1% of the total Multiple Voting Shares outstanding, approximately 1.0% of the total shares outstanding of Stingray and approximately 2.5% of the total voting rights outstanding of Stingray. Each Multiple Voting Share confers the right to ten votes per share.

Prior to the acquisition of 500,000 Multiple Voting Shares (the "Purchased Shares"), EB had control over 10,794,285 Multiple Voting Shares and 14,035 subordinate voting shares of Stingray ("Subordinate Voting Shares"), representing approximately 21.0% of the total shares outstanding of Stingray and approximately 54.5% of the total voting rights outstanding of Stingray.

EB is an indirect shareholder, through 9122150 Canada Inc., a company wholly-owned by EB, of 8242003 Canada Inc. ("Newco1"), a direct shareholder of Stingray holding 7,938,285 Multiple Voting Shares (representing approximately 48.7% of the total Multiple Voting Shares outstanding, approximately 15.5% of the total shares outstanding of Stingray and approximately 40.1% of the total voting rights outstanding of Stingray), and indirectly holds 5,843,632 Multiple Voting Shares (representing approximately 35.9% of the total Multiple Voting Shares outstanding, approximately 11.4% of the total shares outstanding of Stingray and approximately 29.5% of the total voting rights outstanding of Stingray) through Newco1. The shareholders of Newco1 have entered into a Voting Trust and Right of First Offer Agreement dated as of June 3, 2015 pursuant to which they have appointed EB as voting trustee. As such, EB possesses voting control over the 7,938,285 Multiple Voting Shares held by Newco1.

In addition, the shareholders of 8978832 Canada Inc. ("Newco2"), a direct shareholder of Stingray holding 2,856,000 Multiple Voting Shares (representing approximately 17.5% of the total Multiple Voting Shares outstanding, approximately 5.6% of the total shares outstanding of Stingray and approximately 14.4% of the total voting rights outstanding of Stingray), have entered into a Voting Trust and Right of First Offer Agreement dated as of June 3, 2015 pursuant to which they have appointed EB as voting trustee. As such, EB possesses voting control over the 2,856,000 Multiple Voting Shares held by Newco2.

Immediately after the acquisition of the Purchased Shares, EB has control over 11,294,285 Multiple Voting Shares and 14,035 Subordinate Voting Shares, representing approximately 22.0% of the total shares outstanding of Stingray and approximately 57.0% of the total voting rights outstanding of Stingray.

EB acquired control over the Purchased Shares for investment purposes and not with a view to materially affecting control of Stingray. Depending upon market conditions and other factors, EB, or companies controlled by EB, may from time to time acquire or dispose of additional shares of Stingray, in the open market, by private agreement or otherwise, or acquire interests in or enter into related financial instruments involving a security of Stingray.

In acquiring the Purchased Shares, BIC relied on the "private agreement exemption" provided for in Section 4.2 of Regulation 62-104 respecting Take-Over Bids and Issuer Bids. The purchase was made from one vendor, at a price per security that was not greater than 115% of the market price at the date of the bid calculated in accordance with applicable regulations, being the simple average closing market price of the Subordinate Voting Shares (being the shares the Multiple Voting Shares are convertible into) for each business day on which there was a closing price on the TSX in the 20 business days preceding the date that the Purchased Shares were purchased. Moreover, BIC has made reasonable enquiry and has no reason to believe that (i) the vendor acquired the Purchased Shares in order that BIC might make use of the "private agreement exemption", and (ii) the vendor did not own the Purchased Shares as principal, for its own account and was acting as nominee, agent, trustee, executor, administrator or other legal representative for one or more other persons or companies having a direct beneficial interest in the Purchased Shares.

The head office address of Stingray is 730 Wellington Street, Montréal, Québec H3C 1T4.

Contact Information

  • For further information or to obtain
    a copy of the Early Warning Report filed by EB:
    Lloyd Perry Feldman
    (514) 664-1244 (ext. 2428)