SOURCE: First Global Data Limited

First Global Data Limited

November 30, 2015 09:00 ET

First Global Clarifies Status of LTP Transaction

TORONTO, ON--(Marketwired - November 30, 2015) - At the request of the Ontario Securities Commission based on a review of First Global Data Limited (TSX VENTURE: FGD) ("First Global" or the "Company") and further to its press releases dated April 6 and November 11, 2015, First Global would like to provide further clarification with respect to its transaction with 2297970 Ontario Inc., which is also known as LTP Financial ("LTP").

The Company would like to retract its statements that the Company had closed its acquisition of LTP. The Company would like to further clarify its press release of November 11, 2015. The statement pertaining to the possible rescission of the transaction was not accurate as it may lead to the conclusion that the acquisition of LTP had closed. The statement should have read: the Company, in evaluating its options with respect to its transaction with LTP, is considering various options, including, but not limited to, the cancellation of the common shares issued to the shareholders of LTP.

Pursuant to the share exchange agreement dated January 26, 2015, First Global agreed to acquire all of the issued and outstanding securities of LTP in exchange (the "Agreement") for the issuance of 26 million common shares of the Company (the "Consideration Shares").

The closing of the acquisition of LTP was conditional on the completion of several things (the "Closing Conditions") including, but not limited to: (i) the receipt of all regulatory approvals, if required; (ii) the completion of a private placement of a minimum of $3 million and maximum of $8 million in convertible debentures (the "Debentures") whereas LTP undertook to assist the company in raising the minimum financing; (iii) LTP having maximum liabilities of $1 million; and (iv) First Global appointing Mr. Paul Haber or another LTP nominee to the board of directors of the Company.

Subsequent to the execution of the Agreement, the Company amended certain Closing Conditions. The Company eliminated the minimum financing requirement so that it will be able to utilize the funds as they are received but the requirement to raise the funds was never eliminated. The Company also agreed to extend the closing date of Debentures to April 30, 2015 (the "Revised Closing Conditions"). To date, none of the Closing Conditions or the Revised Closing Conditions have been satisfied and the Company has come to learn that the liabilities of LTP far exceed the maximum amount of $1 million.

With respect to the issuance of the Consideration Shares, the Company would like to retract its previous statement in the management discussion and analysis for the unaudited financial statements for the six months ending June 30, 2015 that the Consideration Shares were held in escrow. The Company retained possession of the Consideration Shares until such time that the Closing Conditions and Revised Closing Conditions were satisfied. Despite the fact that the Closing Conditions and the Revised Closing Conditions were not satisfied, all of the Consideration Shares were released to the LTP shareholders on August 31, 2015. The Company was forced to release the Consideration Shares pursuant to the terms of a forbearance agreement which made the release of the Consideration Shares a condition of the lender agreeing to extend the term of the loan. It was never the intention of First Global to release the Consideration Shares until such time that the Closing Conditions and Revised Closing Conditions were satisfied.

As such, First Global is of the view and opinion that it has not completed its acquisition of LTP and that the transaction has not closed due to the fact that:

(i) the Company never received the shares of LTP;

(ii) no closing documents were ever exchanged between First Global and LTP;

(iii) First Global has never assumed control or direction of LTP;

(iv) First Global never assumed any of the liabilities of LTP;

(v) the directors of LTP were never changed and remain the same as of the date hereof;

(vi) the various licenses held by LTP were never transitioned to the Company;

(vii) First Global never assumed control of LTP's bank accounts, cash management or other treasury authorities; and

(viii) management control of LTP was not transitioned to First Global and the company never made any operating decisions with respect to the operations and business of LTP.

About First Global

First Global is an international financial services technology company operating in the payments sector. First Global's services are designed primarily for the domestic and international unbanked and under banked markets. Its two main lines of business are mobile payments and international money transfers. First Global's leading edge technology core enables mobile and online: payments, money transfers, shopping and peer to peer services.

First Global enables its strategic partners and clients around the world with its leading edge financial services technology platform. The Company facilitates the movement of money domestically and internationally in full compliance with regulatory guidelines, maintain a strong focus on compliance.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This press release contains forward-looking statements based on assumptions, uncertainties and management's best estimates of future events. Actual results may differ materially from those currently anticipated. Investors are cautioned that such forward-looking statements involve risks and uncertainties. Important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements are detailed from time to time in the Corporation's periodic reports filed with the Ontario Securities Commission and other regulatory authorities. The Corporation has no intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Contact Information

  • For further information, please contact:
    Andre Itwaru
    Chief Executive Officer and President
    Telephone: 416.504.3813
    Facsimile: 416.504.7092
    Email: Email contact