December 09, 2016 09:41 ET
TORONTO, ONTARIO--(Marketwired - Dec. 9, 2016) - FS Group Holdings Ltd. ("FS Group") has filed an early warning report announcing that it acquired direct ownership of 91,678,430 common shares ("Shares") of LOGiQ Asset Management Inc. (the "Reporting Issuer") as a result of the completion of the transaction described in the press releases of the Reporting Issuer dated September 9, 2016 and December 8, 2016 (the "Transaction") and pursuant to the acquisition agreement dated September 9, 2016, as amended, among, inter alia, the Reporting Issuer and FS Group (the "Acquisition Agreement").
After completion of the Transaction, FS Group held 91,678,430 Shares in the Reporting Issuer. These holdings correspond to a securityholding percentage of approximately 31.3% of the outstanding Shares of the Reporting Issuer. Prior to completion of the Transaction, the FS Group was deemed to own such Shares as a result of its right to acquire such Shares under the terms of the Acquisition Agreement.
The Shares were issued to FS Group as consideration in respect of the Transaction. Other than the Shares acquired pursuant to the Transaction and any Shares acquired in connection with the potential private placement as contemplated in the press release of the Reporting Issuer dated September 9, 2016, FS Group does not at present have any intention to acquire securities of the Reporting Issuer or to dispose of any such securities. Under the terms of Acquisition Agreement, FS Group has entered into a lock-up agreement whereby it has agreed not to dispose or otherwise transfer any of the Shares for a period of six months following the closing of the Transaction. FS Group has also entered into an escrow agreement with the Toronto Stock Exchange in accordance with terms of National Policy 46-201 - Escrow for Initial Public Offerings. The terms of the escrow agreement provide for release of Shares as follows: (a) 1/4 of Shares are released on the Closing Date; (b) 1/3 of the remaining Shares will be released 6 months after the Closing Date; (c) 1/2 of the remaining Shares will be released 12 months following the Closing Date; and (d) the remaining Shares will be released 18 months following the Closing Date.
To obtain a copy of the early warning report,please contact:FS Group Holdings Ltd.161 Bay Street, Suite 4420Toronto, OntarioM5J 2S1FS Group Holdings Ltd.Allison Mackenzie647-788-2029
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