Park Lawn Corporation
TSX VENTURE : PLC

Park Lawn Corporation

June 27, 2011 16:47 ET

Park Lawn Corporation Announces Appointment of New Officer, Share Purchase Agreement and Shareholders Agreement

TORONTO, ONTARIO--(Marketwire - June 27, 2011) - Park Lawn Corporation (the "Corporation") (TSX VENTURE:PLC) announced today the appointment of a new officer, Share Purchase Agreement and Shareholders Agreement between The Fox Hat Equities Ltd. and the Mills/Boland Group.

Frank Mills, Chief Executive Officer of the Corporation is pleased to announce a plan for the transition of management and the controlling interest in the Corporation over a five year period. The plan provides for an orderly transition of the Corporation management which will ensure continuity and continuing growth and development of the business in the interest of its shareholders. The plan also provides that the new management and related new shareholders will assume a major investment in the shares of the Corporation.

Frank Mills, Patricia Mills, Larry Boland through his corporation Micasasuerte Inc. and Tom Falus through Team Capital Corporation, a group of shareholders of the Corporation, has entered into a Share Purchase Agreement with The Fox Hat Equities Ltd. for the sale of 525,827 common shares of the Corporation, representing approximately 15% of the issued and outstanding common shares of the Corporation at a price of $7.50 per share to a group of investors ("Fox Hat Group"). The above noted shareholders and the Mills Settlement Trust, ("Mills/Boland Group") currently own 1,697,535 common shares of the Corporation and on completion of this transaction, will hold 1,171,708 common shares representing approximately 33.4% of the issued and outstanding shares of the Corporation. The Share Purchase Agreement is scheduled to close on or about July 4, 2011.

On closing of the Share Purchase Agreement, the Mills/Boland Group and The Fox Hat Group will enter into a Shareholders Agreement. Investors of the Fox Hat Group holding shares of the Corporation will be subject to a voting trust agreement whereby The Fox Hat Equities Ltd. will be granted the power to vote the shares of the Corporation owned by the Fox Hat Group.

The Shareholders Agreement will provide for The Fox Hat Group to nominate two persons for election to the Board of the Corporation. The term of the Shareholders Agreement is five years, and during this period the parties to the Agreement have agreed not to sell or purchase any common shares of the Corporation. It is the intention of the parties that The Fox Hat Group will acquire all the shares of the Mills/Boland Group. Under the terms of the Shareholders Agreement, after June, 2013, the Fox Hat Group will have an option to purchase all of the remaining shares of the Mills/Boland Group at a price of 115% of the market value at the time of the purchase but not to be less than $9.00 per share. In the event that the Fox Hat Group has not exercised its option to purchase the shares of the Mills/Boland Group by June, 2015, the Mills/Boland Group has the right to exercise a put option which obligates the Fox Hat Group to purchase all of its remaining shares at a price of 115% of then market value but not to be more than $9.00 per share.

The Board of Directors of Park Lawn Corporation is pleased to announce the appointment of Andrew Clark as Chief Operating Officer of the Corporation. Andrew Clark is President and the sole shareholder of The Fox Hat Equities Ltd. Frank Mills and Larry Boland continue in their capacity as Chief Executive Officer and Chief Financial Officer respectively.

Park Lawn Corporation indirectly holds six cemeteries in the Greater Toronto Area and an interest in Bloorpark Developments Inc. (www.parklawnlp.ca).

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.

Contact Information

  • Park Lawn Corporation
    Frank Mills
    Chief Executive Officer
    416-231-1462