Business
TerraVest Capital Inc. obtains TSX regulatory exemption
VEGREVILLE, AB and TORONTO , Jan. 31, 2014 /CNW/ - Further to a press release dated J...
About this update from Terravest Industries, Inc.
[{"type":"text","content":"\n\n\nVEGREVILLE, AB and TORONTO, Jan. 31, 2014 /CNW/ - Further to a press\n release dated January 30, 2014, TerraVest Capital Inc. (TSX:TVK) (the \"Company\" or \"TerraVest\") has entered into a share purchase agreement dated January 30, 2014\n (the \"Share Purchase Agreement\") with Clarke Inc. (\"Clarke\"), and a holding company controlled by Mr. Charles Pellerin to acquire\n all of the issued and outstanding shares of Gestion Jerico Inc. (\"Gestion Jerico\") (the \"Proposed Transaction\"). Pursuant to the rules and policies of the Toronto Stock Exchange (\"TSX\"), TerraVest is required to disclose certain information in connection\n with its reliance on section 604(d) of the TSX Company Manual, as\n TerraVest seeks to obtain shareholder approval for the Proposed\n Transaction by way of written consent.\n\n\nShareholders are advised to refer to the Company's press release dated\n January 30, 2014 for further details on the Proposed Transaction,\n including the consideration payable for the Gestion Jerico shares, a\n description of the formal valuation provided by PricewaterhouseCoopers\n LLC with respect to the Gestion Jerico shares (the \"Formal Valuation\"), and the approval process followed by the board of directors and the\n special committee. Shareholders are also advised to refer to the\n management information circular dated January 31, 2014, which contains\n further details on the Proposed Transaction and attaches the Formal\n Valuation as Schedule \"A\", and is available on SEDAR at www.sedar.com.\n\n\nSecurityholder Approval\n\n\nSection 611(b) of the TSX Company Manual requires TerraVest to obtain\n security holder approval in connection with the issuance of common\n shares of TerraVest (\"Common Shares\") at a deemed issuance price of $4.45 per Common Share (a 15% discount\n to today's closing price) to the holding company of Mr. Pellerin, an\n insider of the Company, as the number of shares to be issued to Mr.\n Pellerin exceeds 10% of the number of Common Shares of TerraVest which\n are outstanding prior to the completion of the Proposed Transaction on\n a non-diluted basis. In addition, section 608(a) of the TSX Company\n Manual requires TerraVest to obtain shareholder approval for the\n issuance of share purchase warrants to two employees of Gestion Jerico\n in respect of change of control payments, which have...