In a release issued under the same headline earlier today by Stone Investment Group, please note the Offeror in “Offer Highlights” and paragraph one is Stone-SIG Acquisition Limited, the wholly-owned subsidiary of Stone Investment Group Limited, not Stone Investment Group as previously stated. The corrected release follows:
- Stone-SIG Acquisition Limited (the “Offeror“), a wholly-owned subsidiary of Stone Investment Group Limited (“SIG” or the “Corporation“), has increased its cash offer for SIG’s debentures (the “Debentures“) to $770 per Debenture (the “Increased SIG Offer“).
- The Increased SIG Offer provides superior value to holders of Debentures (the “Debentureholders“), representing a premium over the previous cash offer of $670 per Debenture (the “Previous SIG Offer“).
- All Debentureholders who have committed their Debentures in response to Previous SIG Offer will receive the benefit of the Increased SIG Offer price without any further action required from such Debentureholders.
- The financing of the Increased SIG Offer is fully committed.
- The Increased SIG Offer is the only offer available to Debentureholders that is backed by fully-committed financing, which makes it the only offer that gives Debentureholders certainty.
TORONTO, Dec. 15, 2021 (GLOBE NEWSWIRE) — Stone Investment Group Limited is pleased to announce that the fully-funded, all-cash offer to purchase 7,293 Debentures made by its wholly-owned subsidiary has been increased to $770 per Debenture, including any accrued and unpaid interest and all “Additional Interest” (as that term is defined in the Trust Indenture) in respect thereof, representing a premium to the Previous SIG Offer.
Details of the Increased SIG Offer
Under the terms and subject to the conditions of the Previous SIG Offer, the Offeror offered to purchase 7,293 Debentures for cash in the amount of $670 per Debenture (plus accrued quarterly interest), with the offer closing as soon as 7,293 Debentures are deposited in accordance with the instructions in the letter of transmittal (the “Letter of Transmittal“) that accompanied the offer document (the “ Offer Document“) circulated in connection with the Previous SIG Offer. Both the Letter of Transmittal and the Offer Document are available under the Corporation’s profile on SEDAR at www.sedar.com.
In order to provide greater value to Debentureholders, SIG has revised the Previous SIG Offer to increase the cash amount per Debenture to $770 (including any accrued and unpaid interest and all “Additional Interest”) per Debenture, representing a premium to the Previous SIG Offer. All Debentureholders who have signed Letters of Transmittal and committed their Debentures in accordance with the instructions provided with the Previous SIG Offer will receive the Increased SIG Offer price without any further action required from such Debentureholders.
Aside from the increase in the offer price, all terms and conditions regarding the cash offer for Debentures, including but not limited to the process by which a Debentureholder can accept the SIG offer, the conditions necessary to close the SIG offer and the Letter of Transmittal that needs to be signed and delivered in order to accept the SIG offer, remain the same. SIG encourages all Debentureholders to read the full details of the SIG offer in the Letter of Transmittal and the Offer Document.
On December 10, 2021, IC Capitalight Corp. (“Capitalight“) announced an offer to purchase SIG Debentures (the “Alternative Offer“) in response to the Previous SIG Offer. SIG believes that the Alternative Offer is unattractive, as detailed in SIG’s press release dated December 14, 2021. SIG has matched the Alternative Offer, but has done so with fully-committed financing, making it the only offer available to Debentureholders with no financing uncertainty.
The board of directors and management of SIG urge Debentureholders not to be complacent. Only a successful SIG offer will optimize value for all Debentureholders, as detailed in SIG’s press release dated December 14, 2021.
Debentureholders who wish to tender their Debentures to the Increased Offer should immediately contact their advisor and direct them to complete SIG’s Letter of Transmittal and return it by email to Sintra Capital at firstname.lastname@example.org. Debentureholders who require a copy of the Letter of Transmittal can request it from Sintra Capital.
The SIG Cash Offer is expected to be completed on or about December 21, 2021.
About Stone Investment Group Limited
The Corporation is an independent wealth management company. The Corporation, through its wholly-owned subsidiary, Stone Asset Management Limited, structures and manages high quality investment products for Canadian investors.
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Disclaimer for Forward-Looking Information
This news release includes certain “forward-looking statements” under applicable Canadian securities legislation that are not historical facts. Forward-looking statements involve risks, uncertainties and other factors that could cause actual results, performance, prospects, and opportunities to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements in this news release include, but are not limited to, statements regarding: the Debentures, the Cash Offer and the operations of the Corporation. Forward-looking statements are necessarily based on a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties and other factors that may cause actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic and social uncertainties; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments and other risks outside of the Corporation’s control. Additional risk factors are included in the Company’s Management’s Discussion and Analysis, available under the Corporation’s profile on SEDAR at www.sedar.com. Although the Corporation believes that the assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Except as required by applicable laws, the Corporation disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
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