GrowthWorks Canadian Fund Ltd.

GrowthWorks Canadian Fund Ltd.

March 22, 2011 19:42 ET

GrowthWorks Canadian Fund Announces Arrangements for VenGrowth "Discounted" Redemption Financing

TORONTO, ONTARIO--(Marketwire - March 22, 2011) - GrowthWorks Canadian Fund Ltd. ("GrowthWorks" or "GrowthWorks Canadian Fund") announces that it has engaged Industrial Alliance Securities Inc. ("Industrial Alliance") as lead manager in respect of a financing facility (the "Financing Facility") to raise up to $60 million in connection with its previously announced proposal to merge the following VenGrowth funds (the "VenGrowth Funds"):

The VenGrowth Investment Fund Inc.
 The VenGrowth II Investment Fund Inc.
 The VenGrowth III Investment Fund Inc.
 The VenGrowth Advanced Life Sciences Fund Inc.
 The VenGrowth Traditional Industries Fund Inc.

into GrowthWorks Canadian Fund (the "GrowthWorks Proposal"). Full details of the GrowthWorks Proposal are contained in an information circular (the "Circular") filed by GrowthWorks Canadian Fund with Canadian securities regulatory authorities on www.sedar.com and posted at www.growthworks.ca. GrowthWorks is seeking to improve the situation for VenGrowth Fund Class A shareholders ("VenGrowth Shareholders").

GrowthWorks Canadian Fund is one of the oldest and largest retail venture capital ("RVC") funds in Canada. It has completed more RVC fund merger transactions than any other fund in Canada.

Industrial Alliance is a wholly-owned subsidiary of Industrial Alliance Insurance and Financial Services Inc., the fourth largest life and health insurance company in Canada, with $59.9 billion in assets under management and administration.

The GrowthWorks Proposal permits shareholders of The VenGrowth Investment Fund Inc., The VenGrowth II Investment Fund Inc. and The VenGrowth Advanced Life Sciences Fund Inc. (the "Suspended VenGrowth Funds") to redeem all of their investment in one of two discounted redemption "windows": one at the closing of the merger, at a 30% discount to net asset value per share ("NAV per share"); and a second window 18 months later at a 20% discount to NAV per share. The discounts are substantially lower than the single 40% discount window under the Covington proposal (the "Covington Proposal") the VenGrowth Funds board recommended to VenGrowth Shareholders last fall. Proceeds raised under the Financing Facility will be used to pay net redemption amounts under these discounted redemption windows.

David Levi, President and CEO of GrowthWorks, said, "We are pleased to be working with Industrial Alliance on this element of GrowthWorks Canadian Fund's merger proposal. With VenGrowth having taken these funds off-redemption, we understand that some shareholders may want to redeem their investment at closing or 18 months after closing on a discounted basis."

Under the Financing Facility, funds can be raised, on an as needed basis, through the issuance of GrowthWorks Canadian Fund secured notes of various maturities ("Notes") to accredited investors (being primarily institutions and high net worth individuals). Base interest rates on the Notes will vary depending on the particular term of particular Notes, but will not exceed 12% per annum. Additionally, Notes may pay capped bonus interest or have other participation from realized net gains on divested investments over their carrying values. Giving effect to all elements and placement costs, it's estimated the cost of this financing will likely range from approximately 12% to 15% per annum.

The discounts applied to the redemptions will be retained by GrowthWorks Canadian Fund and pooled in a reserve to defray the associated costs of the redemption financing. Based on the expected pace of divestments post-merger, GrowthWorks believes that it's most probable that these costs will ultimately be less than the value of the discounts, resulting in actual accretion in the NAV per share for remaining GrowthWorks Canadian Fund shareholders once the financing is fully repaid (although there can be no assurance as to the timing of divestments or that such accretion will result).

GrowthWorks understands that, under the Covington Proposal, Suspended VenGrowth Fund shareholders sent in requests to redeem about $4 million of net share value. On that basis, GrowthWorks Canadian Fund expects net redemptions totalling no more than approximately $10 to $15 million under its proposal. As a result, in connection with establishing the Financing Facility, GrowthWorks Canadian Fund has already obtained firm commitments to take up Notes totalling $15 million. These firm commitments are subject only to completion and execution of associated legal documentation. GrowthWorks Canadian Fund's objective will be to minimize any financing costs and maximize the prospects for accretion of value to remaining shareholders.

This release is for information only and does not constitute an offer to sell or a solicitation of offers to purchase the securities referred to herein. This release contains forward-looking statements, including statements about the Financing Facility, the level of redemptions of Suspended VenGrowth Fund shares, the costs associated with the Financing Facility and the expected pace of divestments post-merger. These statements are based on a number of beliefs and assumptions which are subject to risks and uncertainties, including those referenced in the Circular. Actual results may be different from the results expressed or implied by such forward-looking statements. The GrowthWorks Proposal remains subject to conditions customary for a transaction of this nature, including shareholder, court and regulatory approvals, all as described in the Circular. There can be no assurance that the merger contemplated by the GrowthWorks Proposal will be completed on the basis proposed or at all. Information contained in this release is qualified by the more detailed disclosure provided in the Circular. Commissions, trailing commissions, management fees and expenses all may be associated with investment fund purchases. Investment funds are not guaranteed, their values change frequently and past performance may not be repeated.

Contact Information

  • GrowthWorks Canadian Fund Ltd.
    David Levi
    President & Chief Executive Officer
    (416) 934-7700
    www.growthworks.ca