01:59:56 EDT Sat 20 Apr 2024
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GreenBank to acquire additional interest in Staminier

2022-08-03 17:00 ET - News Release

Mr. Terry Pullen reports

GREENBANK CAPITAL INCREASES STAMINIER STAKE AND ACQUIRES STAMINIER LOAN

GreenBank Capital Inc. has received notice on behalf of Staminier Ltd. shareholders that they wish to exercise the put option granted to the Staminier shareholders in March, 2020, and which is due to expire in September, 2022, in relation to 29.5 per cent of the issued ordinary share capital of Staminier. The option provides for all, but not some, of the shares in Staminier not already held by GreenBank to be acquired, but GreenBank has agreed to allow a partial exercise of the option. GreenBank has agreed to acquire these shares by the issuance to the vendors of 31,972,611 GreenBank special shares, a newly created class of share. The partial exercise and the special share issuance were approved at a board meeting on Tuesday, Aug. 2, 2022, and are expected to be completed within the next two weeks. Each special share is convertible (subject to certain conditions) into one GreenBank common share as contemplated by the terms of the March, 2020, put option agreement. The special shares carry no rights to vote, no rights to participate in dividends and limited rights to receive capital distributions on the winding up of the company. As a condition of agreeing to the partial exercise, GreenBank has stipulated that any further exercise of the option will be subject to GreenBank's consent, such consent not to be unreasonably withheld or delayed.

Following the acquisition of this additional 29.5-per-cent Staminier shareholding, GreenBank will own 48.5 per cent of Staminier.

Separately, on Monday, Aug. 1, 2022, GreenBank agreed to acquire a loan of 4,975,000 pounds sterling ($7.71-million (Canadian)) made to Staminier plus interest accrued to date ($822,400) and accruing in the future ($51,700 per month). The loan carries a 100-per-cent premium ($7.71-million) if not repaid or converted by March, 2024. The consideration for the acquisition will be paid for by the issuance to the vendors of 20.7 million GreenBank common shares from the treasury of GreenBank.

These transactions are subject to the approval of the Canadian Securities Exchange.

Terry Pullen, chief executive officer, said: "On the back of a challenging couple of years globally, during which we have reconstituted GBC, we feel the momentum created by our latest acquisition will catalyze markets to fully appreciate the tangible development and growth our business has made. We are committed to work on our existing and new opportunities, keep our operating model creatively nimble to disproportionately achieve shareholder value."

The company is treating the above transactions as being related-party transactions as defined in Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions) because three of GreenBank's four directors have an interest in the transactions. A special committee established by the board of directors and consisting of an independent director determined that these related-party transactions are fair and reasonable in the circumstances to the company. Neither the company nor the related party has knowledge of any material information concerning the company or its securities that has not been generally disclosed. The company has relied on Section 5.5(b) of MI 61-101 for an exemption from the formal valuation requirement and Section 5.7(a)of MI 61-101 for an exemption from the minority shareholder approval requirements.

About GreenBank Capital Inc.

GreenBank is a publicly traded next-generation investment company that has a flexible low-cost overhead structure designed to maximize profitability.

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