Loyalist Group Limited

TSX VENTURE : LOY


Loyalist Group Limited

January 30, 2014 08:30 ET

Loyalist to Acquire Study English in Canada

TORONTO, ONTARIO--(Marketwired - Jan. 30, 2014) - Loyalist Group Limited ("Loyalist") (TSX VENTURE:LOY) is pleased to announce that it has entered into a definitive agreement for the acquisition of Study English in Canada ("SEC"), a licensed English-as-a-second-language (ESL) school operator with campuses in Toronto and Vancouver. The proposed acquisition would also include Upper Career College of Business & Technology ("UCCTB") campuses in Toronto and Vancouver.

SEC had consolidated revenues of $9.5 million and net income of $1.16 million in the most recent 12-month period. Loyalist will pay $5.5 million for SEC, of which approximately $3.46 million will be paid in cash or cash equivalents and, subject to certain closing adjustments, $2.04 million will be paid through the issuance of Loyalist common shares, with $600,000 worth of such shares being held in escrow for a period of 10 months following closing as security for certain defined post-closing adjustments. The parties expect to complete the transaction on or around February 5, 2014.

"This acquisition adds a well-respected and highly profitable operation to the Loyalist family," said CEO Andrew Ryu. "It also increases our presence in the Toronto market and, more importantly, bolsters our presence in Europe, from which SEC attracts many of its students. I look forward to working with the SEC team as colleagues and fellow shareholders as we continue to build Loyalist."

Completion of the transaction is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange.

About SEC

Study English in Canada is a prestigious English Preparation School. SEC offers highly tailored, results-driven programs at both its Toronto and Vancouver campuses. Its curriculum structure allows students to design personal, specialized schedules in order to reach their goals.

About Loyalist

Loyalist Group Limited owns and operates private English as a Second Language (ESL) Schools, Career Colleges and Community Colleges in Toronto, Vancouver, Victoria and Halifax.

Neither the 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.

Forward-Looking Statements

This news release includes certain forward-looking statements within the meaning of Canadian securities laws. Such forward-looking information and statements are not representative of historical facts or information or current condition, but instead represent only the Corporation's beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of the Corporation's control. Generally, such forward-looking information or statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or may contain statements that certain actions, events or results "may", "could", "would", "might" or "will be taken, "will continue", "will occur" or "will be achieved". The forward-looking information contained herein includes, but is not limited to, information with respect to the completion of the proposed acquisition of SEC and UCCTB, the ability of the Corporation to incorporate the acquired businesses into its operations, prospective financial performance, anticipated capital funding and sources, estimated operating and sales costs, estimated market drivers and demand, business prospects and strategy, new markets for growth and financial position.
By identifying such information and statements in this manner, the Corporation is alerting the reader that such information and statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Corporation to be materially different from those expressed or implied by such information and statements. Any number of important factors could cause actual results to differ materially from these forward-looking statements as well as future results, including but not limited to: risks related to any of the Corporation's announced or proposed acquisitions failing to close or becoming delayed before closing; the Corporation's reliance on its South Korean contract; carrying on business and activities in international jurisdiction where Canadian laws do not apply; any loss of certain key personnel; levels of student enrolment; delays in rolling out the online education programs; competition in the educational services market; and currency fluctuations. Although the Corporation has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information and statements, there may be other factors that cause results not to be as anticipated, estimated or intended. Although the Corporation believes that the assumptions and factors used in preparing, and the expectations contained in, the forward-looking information and statements are reasonable, undue reliance should not be placed on such information and statements, and no assurance or guarantee can be given that such forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information and statements. Accordingly, readers should not place undue reliance on any forward-looking information or statements contained in this press release. The forward-looking information contained in this press release is made as of the date hereof, and the Corporation does not undertake to update any forward-looking information that is contained or referenced herein, whether as a result of new information, future events or otherwise, except in accordance with applicable securities laws. All subsequent written and oral forward looking information and statements attributable to the Corporation or persons acting on its behalf is expressly qualified in its entirety by this notice.

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