KELOWNA, BRITISH COLUMBIA--(Marketwire - Oct. 12, 2012) - PGNX Capital Corp. ("PGNX") (NEX BOARD:PGN.H) (formerly Paragon Pharmacies Limited, TSXV: PGN.V) is pleased to announce that, further to the announcement of August 1, 2012, a Special Meeting of Shareholders will be held in Winnipeg at Suite 300, 1001 Corydon Avenue, Winnipeg, Manitoba R3M 0B6 at 10:00 a.m. (Winnipeg time) on Tuesday, November 6, 2012 (the "Meeting") to approve a reduction in PGNX's stated capital as a condition to a proposed $0.45 per Common Share cash distribution by way of a return of capital. Subject to receipt of all necessary regulatory and shareholder approvals and Board confirmation following the Meeting, the Exchange will issue a bulletin on November 6, 2012 confirming the due bill trading period. The proposed record date for the cash distribution is November 9, 2012, and the payment of the cash distribution is proposed to occur on or about November 15, 2012. The Common Shares are expected to trade on a "due bill" basis between the market opening on November 7, 2012 and the market closing on November 15, 2012. Full details on "due bills" are included in the Corporation's Information Circular dated October 11, 2012 for the Meeting.
This special distribution is derived from a portion of the $73.5 million gross proceeds realized from the sale by PGNX of its operating assets, including 19 retail pharmacies and three central fill facilities, to Shoppers Drug Mart (the "Transaction").
As this distribution of $0.45 per Common Share may exceed 25% of PGNX's Common Share price, pursuant to the policies of the NEX Board of the TSX Venture Exchange ("NEX"), the "ex-distribution" date (the date on which purchases of the Common Shares will no longer have an attaching right to the distribution) is expected to be November 16, 2012, the first trading day following the distribution payment date.
It is not presently intended that the Corporation carry on an active business in the future (other than to complete its obligations to Shoppers Drug Mart under a transaction services agreement which was part of the Transaction) and following release to the Corporation of Transaction proceeds currently in escrow, anticipated to be released in November, 2013, it is expected that there will be one or more further distributions of cash to shareholders in connection with the wind-up of the Corporation.
Cautionary Statement on Forward-Looking Information
This news release contains forward-looking information and statements which constitute "forward-looking information" under Canadian securities law and which may be material regarding, among other things, the Corporation's beliefs, plans, objectives, strategies, estimates, intentions and expectations. These include, but are not limited to, statements with respect to the expected use of the proceeds from the Transaction by PGNX and mechanisms and timing of cash distributions. Forward-looking information and statements are typically identified by words such as "anticipate", "believe", "expect", "estimate", "forecast", "goal", "intend", "plan", "will", "may", "should", "could" and similar expressions.
The forward-looking information and statements contained herein are based on certain factors and assumptions, certain of which appear proximate to the applicable forward-looking information and statements contained herein, including assumptions as to the time and amount of future distributions to shareholders. Such timing may change for a number of reasons, including ability to satisfy effective distribution planning requirements or conditions. Amounts may be impacted by unknown third party claims, or indemnifications sought by Shoppers Drug Mart against escrow funds. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Readers are cautioned that the foregoing list is not exhaustive.
Inherent in the forward-looking information and statements are known and unknown risks, uncertainties and other factors beyond the Corporation's ability to control or predict, which give rise to the possibility that Paragon's predictions, forecasts, expectations or conclusions will not prove to be accurate, that its assumptions may not be correct and that its plans, objectives and statements will not be achieved. Actual results or developments may differ materially from those contemplated by the forward-looking information and statements.
Certain of these risks, factors, estimates and assumptions are described in more detail in the "Risks and Risk Management" section of Paragon's most recently filed annual and interim Management's Discussion and Analysis for the year-ended August 31, 2011 and the nine month period ended May 31, 2012 to which readers are referred and which are incorporated by reference in this news release. In addition, all forward-looking statements made in this news release are qualified by the full caution regarding Forward-Looking Information and Statements in such Management's Discussion and Analysis. These risks, factors, estimates and assumptions are not exhaustive. PGNX disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, or to explain any material difference between subsequent actual events and such forward-looking statements, except to the extent required by applicable law.
Neither the NEX Board of the TSX Venture Exchange ("NEX") nor its Regulation Services Provider (as that term is defined in the policies of the NEX) accepts responsibility for the adequacy or accuracy of this release.