Premier Diagnostic Health Services Inc.
CNSX : PDH

Premier Diagnostic Health Services Inc.

March 02, 2015 09:30 ET

Premier Diagnostic Health Services Inc. Proposes Change of Business to an Investment Company

VANCOUVER, BRITISH COLUMBIA--(Marketwired - March 2, 2015) -

NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA.

Premier Diagnostic Health Services Inc. ("Premier" or the "Company") (CSE:PDH), is pleased to announce that it is proposing a change of business from a life sciences company to an investment company (the "Proposed COB" or "Change of Business").

Highlights of the Proposed Change of Business

The management and Board of Premier are asking their Shareholders to approve a change of business. In light of the current state of the capital markets, and given the expertise and skill of the Board, the management of the Company and the Board believe that the optimal allocation of the Company's working capital would be within the framework of an investment company, rather than solely as a life sciences issuer. Currently, the Company's working capital is spent on a limited number of projects related to the Company's industry and operating businesses. Following the Proposed COB, the Company would be free to deploy its capital in a wider range of industries and investments with a view to maximizing Shareholder value.

The management and Board have approved the Proposed COB, but it remains subject to approval of the Shareholders and the Canadian Securities Exchange ("CSE"). There is no guarantee that the CSE will approve the Proposed COB.

The Resulting Issuer's Business

The Company's current business is to operate medical diagnostic clinics and provide medical diagnostic services through its wholly-owned subsidiaries (the "Current Business"). Following the Proposed COB, the Company (which is referred to as the "Resulting Issuer" in its post-COB status) intends to be engaged in the business of investing in and acquiring privately held and publicly traded companies, or the securities and/or assets of such companies. The Resulting Issuer may also act as a holding company (either directly or through a subsidiary) that may be active in the management of investee companies to varying degrees. The Resulting Issuer will apply for listing as an "investment company" on the CSE or such other listing category as determined by the CSE.

Future investments made by the Resulting Issuer will be subject to its Investment Policy and if required, CSE approval.

Summary of the Proposed Investment Policy

The Company will adopt a written Investment Policy to govern its investment activities. The Investment Policy will provide, among other things, the investment objectives and strategy based on the fundamental principles set out below. A complete copy of the proposed Investment Policy will be attached to the Company's Management Information Circular (the "Circular"), to be dated March 3, 2015 and which will be mailed to Shareholders of record on February 25, 2015 and filed on SEDAR.

Investment Objectives

The Resulting Issuer's investment objectives will be to seek a return from investment gains, interest income, dividend income, acquisition of other businesses, consultation fees and advisory services fees. The Resulting Issuer plans to reinvest the profits of its investments to further the growth and development of its investment portfolio or operating subsidiaries.

Investment Sector

The Resulting Issuer intends to target primarily North American private and publicly listed companies. If it invests in companies outside of North America, preference will be given to developed countries rather than emerging market jurisdictions. However, all countries are permissible depending on the risk assessment of the Board and management at the time the investment is made.

Investment Types

The Resulting Issuer intends to acquire equity, debt and any other investment structures or instruments that could be acquired or created. The Resulting Issuer may invest directly in public or private companies, partnerships or other legal entities. The Resulting Issuer may acquire an entity that is distressed, where a change of management or other restructuring is required to realize the value of that entity's assets. The Resulting Issuer may also engage in some activist investing where shareholder value is adversely affected by an entity's current board and management.

The Resulting Issuer intends to make investments of varying sizes and is not limited in this regard. Some of the Resulting Issuer's future investments may result in it holding a control position in a target entity. The Resulting Issuer may engage in equity or debt financing to fund future specific investments. There will not be a timeline imposed on the Resulting Issuer's proposed investments.

The Resulting Issuer intends to create a diverse investment portfolio, yet concentrated enough and structured in such a way as to not be deemed either an Investment Fund or Mutual Fund, as defined by applicable securities law, thereby avoiding the requirement to register as a fund or investment advisor. The Resulting Issuer may seek to serve as a lead agent or investor in order to optimize due diligence and capital structure as well as enable active monitoring of the investment. The Resulting Issuer may provide assistance to certain of its future portfolio companies which may involve, among other things, monitoring the operations of portfolio companies, participating in board and management meetings, consulting with and advising officers of portfolio companies and providing other organizational and financial guidance. The Resulting Issuer may receive merchant banking fees for these services and have all or some of its costs reimbursed.

The Resulting Issuer's intent is that up to 33% of its portfolio will be available to the CEO to allocate into North American public securities. The remaining 67% of the portfolio will be channelled through management for final approval. Management will select all investments for submission to the Board and monitor the investment portfolio on an ongoing basis, and will be subject to the direction of the Board. The Company's Investment Policy may be amended with approval from the Board.

Current Investment

Premier has completed a USD$1.5 million private placement purchase of shares of Sequant Re Holdings Limited ("SRHL") for investment purposes, currently holding a 33.44% interest. SRHL is a Bermuda company which, through its wholly owned subsidiary, Sequant Reinsurance Company Limited, operates as a reinsurance company which underwrites various reinsurance transactions and collateralizes its obligations through the issuance of insurance-linked securities ("ILSs"). The ILSs are offered to third party investors, and the capital from the sale of the ILSs is used to fund the reinsurance business. The investment in SRHL was an arm's length transaction.

Future Investments

Premier has approximately $6 million in working capital currently available for future investments. Future investments may be subject to CSE approval and will be carried out in accordance with the Investment Policy.

Following the Proposed COB, the daily operations and corporate structure of the Company's Current Business will remain largely unaffected. However, rather than being the Company's sole focus, the Current Business will be categorized as the business of investee companies of the Resulting Issuer, in which the Resulting Issuer has an active managerial role.

CSE Listing

The Company's management believes that it will meet the listing requirements of the CSE as an "investment company." The CSE Policies provide that investment companies must have minimum assets of:

  1. $2 million, at least 50% of which has been allocated to at least two specific investments; or
  2. $4 million; and
  3. A track record of acquiring and divesting interests in arm's length enterprises in a manner that can be characterized as conducting an active business.

Name Change

The Company proposes to change its name to "Premier Diversified Holdings Inc." following the Proposed COB, and will seek to retain its trading symbol of "PDH," subject to availability. Approval of the name change is subject to Shareholder approval.

Shareholder Approval

The Proposed COB requires the approval of a 50% majority of the Shareholders eligible to vote at the upcoming Shareholders' meeting, which is scheduled for 10:00 am PST (Vancouver time) on April 2, 2015.

"Management strongly believes that the change of business is in the best interests of the Company and its shareholders," stated Premier's President and CEO, Sanjeev Parsad. "While we have two terrific diagnostic businesses in Burnaby and Beijing, limiting the Company to any one specific sector or industry prevents Premier from maximizing return to shareholders if better opportunities present themselves elsewhere." Management recommends that Shareholders vote in favour of the Proposed COB.

Further Information

Further information regarding the meeting, the Proposed COB and the name change will be contained in the Circular, to be prepared and mailed to the Company's Shareholders in respect of the meeting. A copy will also be posted on Premier's website at www.premierdiagnostics.ca and filed on SEDAR at www.sedar.com.

Shareholders should be aware that completion of the Proposed COB is subject to a number of conditions, including CSE approval and Shareholder approval. The COB cannot be completed until all required approvals are obtained and conditions are met, and there can be no assurance that the Proposed COB will be completed as proposed, or at all. Shareholders are cautioned that, except as disclosed in the Circular, any information with respect to the Proposed COB may not be accurate or complete, and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.

On behalf of the Board of Directors

Sanjeev Parsad, President, CEO and Director

The Canadian Securities Exchange (CSE) has not reviewed the adequacy or the accuracy of the contents of this document. Company information can be viewed here: www.cnsx.ca. Further information regarding the Company can be found on SEDAR at www.sedar.com.

Not for dissemination in the United States of America.

Legal Notice Regarding Forward-Looking Statements: This news release contains "forward-looking statements" within the meaning of applicable Canadian securities legislation. Forward-looking statements are indicated expectations or intentions. Forward-looking statements in this news release include statements with respect to the Proposed COB and the Resulting Issuer, the Resulting Issuer's business, the intention to apply for listing on the CSE as an investment company, the Resulting Issuer's investment policy, objectives and strategy, the Resulting Issuer's intended investment sector and types, the operation and status of the Current Business following the Change of Business, the ability of the Resulting Issuer to meet listing requirements of the CSE as an investment company, the name change, and completion of the Proposed COB. Factors that could cause actual results to be materially different include but are not limited to the following: that the Proposed COB and Resulting Issuer's business will not be carried out as described herein or in the Circular, if at all; that the nature of Premier's investment policy will change, that the Company may not be or remain financially stable despite its proposed business running consistently; and that the Resulting Issuer will not meet CSE listing requirements as an investment company or at all. Investors are cautioned against placing undue reliance on forward-looking statements. It is not our policy to update forward looking statements.

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