Smoothwater Capital has completed previously announced privatization of Equity Financial Holdings Inc.
Smoothwater Capital acquired, at a price of $10.25 per share, ownership of and control all of the issued and outstanding shares, other than Shares already owned or controlled by Smoothwater, its officers, and by certain other shareholders who have agreed to remain as continuing shareholders, for an aggregate consideration of $55,448,697.25.
Upon closing of the transaction, Smoothwater sold 2,781,813 shares at $10.25 to to certain continuing shareholders and certain new investors for $28,513,583.2. Hennick & Company Inc. (HennickCo) through Henset Investments Inc. acquired 1,595,121 shares for $16,349,990.25.
Following the closing of the transaction and share sale, Smoothwater holds 5,926,855 shares representing 62.1% of the issued and outstanding shares on an undiluted basis and Hennick & Company holds 16.71% of the issued and outstanding shares.
News Release
SMOOTHWATER AND HENNICK & COMPANY ACQUIRE COMMON SHARES OF EQUITY FINANCIAL HOLDINGS INC.
December 21, 2017 — Toronto, Ontario – Smoothwater Capital Corporation (Smoothwater) announces that, pursuant to the previously announced plan of arrangement between Smoothwater and Equity (the Arrangement), today it has acquired ownership and control over 5,409,629 shares of Equity Financial Holdings Inc. (Equity), representing 56.7% of the issued and outstanding shares of Equity (Shares).
Pursuant to the terms of the Arrangement, on December 21, 2017, Smoothwater acquired, at a price of $10.25 per Share, ownership of and control all of the issued and outstanding Shares, other than Shares already owned or controlled by Smoothwater, its officers, and by certain other shareholders who have agreed to remain as continuing shareholders. The aggregate consideration for the shares was $55,448,697.25.
Immediately prior to the completion of the Arrangement, Smoothwater had ownership of 3,299,034 Shares, representing approximately 34.6% of the issued and outstanding Shares (on an undiluted basis).
After giving effect to the Arrangement, Smoothwater’s ownership of the Shares increased to 8,708,668 Shares representing 91.3% of the issued and outstanding Shares (on an undiluted basis).
Following the completion of the Arrangement, Smoothwater sold at a price of $10.25 per Share and for aggregate consideration of $28,513,583.25 2,781,813 Shares it acquired under the Arrangement to certain continuing shareholders and certain new investors such that it now holds 5,926,855 Shares representing 62.1% of the issued and outstanding Shares (on an undiluted basis). In addition, Equity’s board has been reconstituted.
Hennick & Company Inc. (HennickCo) also announces that on December 21, 2017, as part of such sales, Smoothwater sold 1,595,121 Shares to Henset Investments Inc. (Henset), an affiliate of HennickCo, representing 16.71% of the issued and outstanding Shares (on an undiluted basis), at a price of $10.25 per Share. Prior to the Arrangement, Henset did not hold any Shares. The aggregate consideration for the Shares to be purchased by Henset is $16,349,990.25.
In connection with the Arrangement, Equity has applied to have the Shares de-listed from the Toronto Stock Exchange and it is expected that the Shares will be de-listed on or about December 22, 2017.
Equity has also applied under applicable Canadian securities laws to cease to be a reporting issuer.
The head office of Equity is located at 100 King Street West, Suite 4610, Toronto, Ontario M5X 1E5.
This news release is issued pursuant to the early warning requirements of applicable Canadian securities laws. Smoothwater will file early warning reports in accordance with applicable securities laws, copies of which will be available on SEDAR at www.sedar.com or upon request to Smoothwater.
For further information or to obtain a copy of Smoothwater’s early warning report, please contact:
Smoothwater Capital Corporation
Suite 2500
120 Adelaide Street West
Toronto, Ontario
M5H 1T1
Attention: Stephen J. Griggs, Chief Executive Officer
Telephone: 416.644.6582
Email: sgriggs@smoothwatercapital.com