Francesco Ruffolo

December 09, 2010 19:49 ET

Investor Exercises Options to Acquire Common Shares of International Datacasting Corporation

TORONTO, ONTARIO--(Marketwire - Dec. 9, 2010) - Francesco Ruffolo (the "Investor") announced that today he, together with 1108131 Ontario Ltd., an Ontario corporation controlled by the Investor ("1108131"), exercised options to acquire from GrowthWorks Canadian Fund Ltd. ("GrowthWorks") 2,211,092 common shares of International Datacasting Corporation ("IDC"). The option to acquire such shares was originally granted to Adam Adamou pursuant to a Share Purchase, Option and Voting Agreement dated November 26, 2009, among 1108131, the Investor, Mr. Adamou and Fred Godard as purchasers and optionees, and GrowthWorks, as the vendor and optionor (the "November 26 Agreement"), as amended by an agreement dated February 9, 2010 among 1108131, the Investor, Adam Adamou and GrowthWorks. On December 8, 2010, Mr. Adamou assigned to the Investor the option to acquire such 2,211,092 IDC common shares. Pursuant to the terms of the option, the Investor together with 1108131 will acquire the 2,211,092 shares pursuant to the exercise of the option at an exercise price of $0.27 per share, or aggregate consideration of $596,994.84. The Investor together with 1108131 delivered the full purchase price for such shares to GrowthWorks together with the notice of exercise on December 9, 2010.

As a result of the exercise of the options, for purposes of applicable Canadian securities laws the Investor (together with an associate of the Investor who may be presumed, pursuant to applicable Canadian securities laws, to be acting jointly or in concert with the Investor) may be considered to beneficially own an aggregate of 7,544,692 IDC common shares (comprised of 6,211,092 IDC common shares held by 1108131, 1,333,000 IDC common shares underlying options held by 1108131 and the 600 IDC common shares held by an associate of the Investor) representing approximately 13.07% of the outstanding common shares of IDC. 

In addition, for purposes of Canadian securities laws the Investor may be considered to exercise control over an additional 1,667,000 IDC common shares owned by GrowthWorks (and which are subject to the options granted to Mr. Adamou and Mr. Godard under the November 26 Agreement). Pursuant to the terms of the November 26 Agreement the Investor exercises voting control over such 1,667,000 shares until the options expire on December 20, 2010. Accordingly, until December 20, 2010, for purposes of applicable Canadian securities laws the Investor may be considered to beneficially own or exercise control or direction, directly or indirectly, over an aggregate of 9,211,692 IDC common shares representing approximately 15.96% of the outstanding common shares of IDC. After the options expire on December 20, 2010, the Investor will no longer have voting control, and will no longer be considered for purposes of applicable Canadian securities laws to beneficially own or exercise control or direction, directly or indirectly, over such 1,667,000 shares or over the 1,333,000 IDC common shares underlying the options held by 1108131. 

Other Information

The Investor acquired the common shares that are the subject of this press release for investment purposes. The Investor intends to review his investment in IDC on a continuing basis. Depending on various factors including, without limitation, IDC's financial position and investment strategy, the price levels of the Common Shares, conditions in the securities markets and general economic and industry conditions, the Investor may in the future take such actions with respect to his investment in IDC as he deems appropriate including, without limitation, making proposals to IDC concerning changes to the capitalization, ownership structure or operations of IDC, acquiring additional IDC common shares, selling or otherwise disposing of some or all of his IDC common shares or changing his intention with respect to any and all of these matters. The Investor is currently a director of IDC.

In this press release, for purposes of calculating percentages of IDC common shares beneficially owned, or over which control or direction is exercised, directly or indirectly, the Investor has assumed that there are 57,719,913 IDC common shares outstanding as of December 1, 2010 as reported by IDC in its Management's Discussion & Analysis for the period ended October 31, 2010 filed on SEDAR on December 6, 2010.

Neither the issuance of this news release in connection with the matters disclosed in this news release nor the filing by the Investor of the report in accordance with applicable Canadian securities laws is an admission that an entity named or otherwise referred to in this news release owns or controls any described securities or is a joint actor with another entity named or otherwise referred to in this news release.

The address for the Investor is set out below.

Contact Information

  • For further information, including to obtain a copy of the
    report filed by the Investor in accordance with applicable
    Canadian securities laws, contact: Francesco Ruffolo
    c/o Wilson Display
    1645 Aimco Boulevard, Mississauga, ON L4W 1H8
    (905) 625-9200