TORONTO, May 02, 2019 (GLOBE NEWSWIRE) -- Soundvest Capital Management Ltd. (the “Manager” or “Soundvest”) has announced that it has reached an agreement with Bristol Gate Capital Partners Inc. (“Bristol Gate”) pursuant to which Bristol Gate has agreed to acquire the rights to the management agreement governing the Soundvest Split Trust (the “Fund”) (the “Proposed Transaction”).
In connection with the Proposed Transaction, Soundvest has agreed to hold a meeting of holders of the preferred securities of the Fund (the “Preferred Securities”) and capital units of the Fund (the “Capital Units”) at which (i) holders of the Preferred Securities will be asked to consider and, if deemed advisable, to approve amendments to the Trust Indenture dated March 16, 2005 (as amended) governing the Preferred Securities to change the Maturity Date (as defined in the Trust Indenture) of the Preferred Securities to a day prior to closing of the Proposed Transaction, and (ii) holders of the Capital Units will be asked to consider and, if deemed advisable, to approve amendments to the amended and restated Declaration of Trust of the Fund dated as of April 30, 2010, as amended March 16, 2015 and March 31, 2015, to change the attributes of the Capital Units to provide that the Fund may redeem all of the outstanding Capital Units, other than Bristol Gate’s Capital Units, on a date following the Maturity Date and prior to the closing of the Proposed Transaction (the “Redemption Date”) for an amount per Capital Unit equal to the net asset value per Capital Unit on the Redemption Date (the “Pre-Closing Changes”). It is a condition to the closing of the Proposed Transaction that the Fund complete the repayment and cancellation of the Preferred Securities on such new Maturity Date and redeem all of the outstanding Capital Units, other than Capital Units held by Bristol Gate or its related parties, on the Redemption Date in accordance with the Pre-Closing Changes.
In addition to the approval of the Pre-Closing Changes, holders of Preferred Securities and Capital Units (collectively, the “Unitholders”) will be asked to consider and, if deemed advisable, to approve the change of manager at the special meetings. Details about the changes will be contained in the meeting materials to be mailed to the Unitholders.
Soundvest will refer the Proposed Transaction to the Independent Review Committee (the “IRC”) of the Fund, which acts in an advisory capacity representing the interests of the Fund and Unitholders with respect to conflict of interest matters. The IRC will be asked to review the Proposed Transaction and determine that, if implemented, the Proposed Transaction would achieve a fair and reasonable result for the Fund.
The Proposed Transaction is subject to customary regulatory approvals. Closing will occur two business days after all securityholder and regulatory approvals have been obtained, which is currently targeted for late June 2019.
About Soundvest
Soundvest, an established investment advisor, providing investment management services to trusts, foundations, corporations and high net worth individuals, is also the manager, investment advisor and portfolio manager of the Fund.
For further information please visit our website at www.soundvestcapital.com or contact:
Investor Relations
Tel: 613-236-4397
Email: inquiries@soundvestcapital.com
Forward-looking Statements
Certain statements made in this press release are “forward-looking statements”. Forward-looking statements include statements that are predictive in nature, depend upon or refer to future events or conditions, or include words such as “expects”, “anticipates”, “plans”, “believes”, “estimates”, intends”, “targets”, “projects”, “forecasts” or negative versions thereof and other similar expressions, or future or conditional verbs such as “may”, “will”, “should”, “would” and “could”, and similar expressions. Forward-looking statements are based on expectations, estimates and projections at the time the statements were made and are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations, including but not limited to, the closing of the Proposed Transaction. Readers should not place undue reliance on forward-looking statements. The forward-looking statements are made as of the date of this press release, and neither Soundvest nor the Fund undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by applicable laws.