Business
Fuel Cell Technologies Corporation announces arrangement agreement with Madison Pacific Properties Inc.
Fuel Cell Technologies Corporation announces arrangement agreement with Madison Pacific Properties Inc..
About this update from Madison Pacific Properties Inc. Class B
[{"type":"text","content":"\n\n\n\n\nTSX VENTURE : FCT\n\nNGSTON, ON, Feb. 1 /CNW Telbec/ - Fuel Cell Technologies Corporation\n(\"FCT\"), today announced the signing of an agreement with Madison Pacific\nProperties Inc. (\"Madison\") under which FCTC will reorganize its business and\nreceive from Madison an investment of $1,550,000. The reorganization will take\nplace by way of a statutory arrangement. FCT currently has 48,940,000 issued\nand outstanding Common Shares.\nMadison, a Vancouver-based, TSX listed, real estate company (TSX:MPC),\nhas provided FCT with a non-refundable deposit of $200,000, and has also\nestablished an interim, secured, demand credit facility (the \"Facility\") for\nFCT, to a maximum of $300,000. The deposit amounts and any amounts borrowed by\nFCT from Madison will be applied to the Madison investment.\nUnder the arrangement, FCT will consolidate its Common Shares on a 10 to\n1 basis. FCT will then reorganize its capital into non-voting, participating,\nClass A Shares, voting, participating, Class B Shares, and non-voting, fixed\nprice, redeemable, non-participating, Preferred Shares. Each Common Share of\nFCT will be exchanged for one Class A Share, one Class B Share and one\nPreferred Share.\nMadison will invest $1,550,000 inclusive of any amounts advanced under\nthe Facility in FCT in exchange for the issuance of 72,602,667 Class A Shares\nand 3,200,000 Class B Shares.\nFCT's operating subsidiary, Fuel Cell Technologies Ltd. (\"FCTL\") will\nsell all of its assets and business, including the advance of Madison's\ninvestment, to a new subsidiary of FCTL, named FCT Opco Inc. (\"Opco\"), in\nexchange for assumption of specified liabilities.\nAll of the issued and outstanding Preferred Shares of FCT will be\nexchanged for voting, participating, Common Shares of Opco, on a \nshare-for-share basis.\nFollowing the consolidation of FCT Common Shares, for each Common Share\nof FCT held, a shareholder will hold one non-voting, participating, Class A\nShare and one voting, participating, Class B Share of FCT, and one voting,\nparticipating Common Share of Opco. Opco will change its name to the name of\nFCTL and will hold all of the operating assets and business of FCTL, and the\nnet proceeds of the investment made by Madison in FCT will be used by Opco to\ncontinue the solid oxide fuel cell system business acquired from FCTL. Upon\nthe...