VANCOUVER, BRITISH COLUMBIA--(Marketwire - July 18, 2012) -
This press release is issued pursuant to Multilateral Instrument 62-104 - Take-Over Bids and Issuer Bids and National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues.
Mandate Management Limited ("Mandate") of 16 St. Georges Street, Douglas, Isle of Man IM1 1PL, has acquired control and direction over 36,979,904 common shares of FTC Cards Inc. ("FTC"), representing approximately 63.4% of the outstanding FTC common shares. The securities were issued pursuant to the terms of an Arrangement Agreement dated April 27, 2012 among, CTF Technologies Inc. ("CTF"), FleetCor Technologies, Inc. and FleetCor Luxembourg Holding2 S.A.R.L. (the "Arrangement"), the details of which are disclosed in the Management Information Circular of CTF dated May 28, 2012, which has been electronically filed by CTF with regulators and is available for viewing through the Internet at the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com. The securities were distributed pursuant to the Arrangement in reliance on section 2.11(a) of National Instrument 45-106 - Prospectus and Registration Exemptions.
As a result of the Arrangement, Mandate ceased to be a shareholder of CTF and ceased to have exercise of control or direction over securities of CTF.
Prior to the acquisition, Mandate held no common shares of FTC. Following the acquisition, Mandate holds 36,979,904 common shares of FTC, or approximately 63.4% of the outstanding FTC common shares. Mandate is owned by a discretionary trust of which there are several discretionary beneficiaries, none of whom are insiders of FTC and the directors of the corporate the trustee are also the directors of Mandate.
Mandate may in the future acquire or dispose of further FTC securities from time to time through market transactions, private agreements, treasury issuances, or otherwise, both as investment conditions warrant.
A report respecting this acquisition will be filed with the securities regulatory authority in each jurisdiction where the Issuer is reporting, using the Canadian System for Electronic Document Analysis and Retrieval (SEDAR), and will be available for viewing through the Internet at www.sedar.com.