Mulvihill Capital Management Inc. Announces Special Meeting for Proposed Mergers of S Split Corp. and Top 10 Split Trust into Premium Global Income Split Corp.
25 Juli 2024 - 2:00AM
(TSX: SBN, SBN.PR.A, TXT.UN, TXT.PR.A PGIC
and PGIC.PR.A) Mulvihill Capital Management Inc. (the
“
Manager”), the manager of S Split Corp.
(“
SBN”) and Top 10 Split Trust
(“
TXT”) announced today that the board of
directors of the Manager and SBN have approved a proposal to merge
(the “
Merger Proposal”) each of SBN and TXT into
Premium Global Income Split Corp. (“
Premium
Global”, formerly World Financial Split Corp.). The
implementation of the Merger Proposal is subject to receipt of
regulatory approval and securityholder approvals.
Premium Global is a mutual fund corporation with
the following investment objectives: (a) to provide Preferred
Shareholders with fixed cumulative preferential monthly cash
distributions in an amount of $0.0625 per Preferred Share,
representing a yield on the $10.00 original issue price of the
Preferred Shares of 7.5% per annum; (b) to provide Class A
Shareholders with monthly cash distributions targeted to be 12.0%
per annum payable monthly on the initial $8.00 net asset value per
Class A Share; and (c) to return the issue price to holders of both
Preferred Shares and Class A Shares at the time of redemption of
such shares on Premium Global’s termination date.
If the Merger Proposal is approved and
implemented, Premium Global will be the continuing fund and (a)
holders of Class A Shares of SBN will become holders of Class A
Shares of Premium Global, (b) holders of Preferred Shares of SBN
will become holders of Class A Shares and a lesser number of
Preferred Shares of Premium Global, (c) holders of Capital Units of
TXT will become holders of Class A Shares of Premium Global, and
(d) holders of Preferred Securities of TXT will become holders of
Class A Shares and a lesser number of Preferred Shares of Premium
Global. The exchange ratios at which Class A Shares and Preferred
Shares of SBN and at which Capital Units and Preferred Securities
of TXT will be exchanged for Class A Shares and Preferred Shares of
Premium Global will be based on the relative net asset value of the
funds and the redemption price of the Preferred Shares and
principal amount of the Preferred Securities and will be announced
by press release following the Meeting. No fractional Class A
Shares or Preferred Shares of Premium Global or cash in lieu
thereof will be issued or paid under the mergers and the number of
such shares to be issued will be rounded down to the nearest whole
share.
Shareholders of SBN and Unitholders and
Preferred Securityholders of TXT who do not wish to participate in
the proposed mergers may submit their securities for retraction or
repayment no later than August 23, 2024 in order to redeem their
securities on or about September 6, 2024 (the “Special
Retraction Date”). Unitholders who wish to redeem their
securities should vote in favour of the Merger Proposal and simply
redeem their securities no later than the Special Retraction
Date.
The mergers will be described in greater detail
in the management information circular (the
“Circular”) for the special meeting (the
“Meeting”) of the SBN and TXT’s securityholders
(the “Securityholders”). The board of directors of
the Manager and SBN have unanimously approved the Merger Proposal,
and recommends that Securityholders vote FOR the Merger Proposal.
The independent review committee of SBN and TXT have provided
positive recommendations in favour of the Merger Proposal.
The Meeting will be held virtually on August 30,
2024. Securityholders of record as of the close of business on July
26, 2024 are entitled to receive notice of and vote at the Meeting.
Securityholders are urged to vote well before the proxy deadline of
5:00 p.m. (Eastern time) on August 28, 2024.
In order for the Merger Proposal to become
effective, the Merger Proposal must be approved by a two-thirds
majority of votes cast at the Meeting by holders of the Class A
Shares and the Preferred Shares of SBN, and the holders of Capital
Units and Preferred Securities of TXT, each voting separately as a
class.
The Circular is being mailed to Securityholders
in compliance with applicable laws and will be available under each
of SBN and TXT’s profile on SEDAR+ at www.sedarplus.com. The
Circular provides important information on the Merger Proposal and
related matters. Securityholders are urged to read the Circular and
its schedules carefully and in their entirety.
For further information, please contact Investor Relations at
416.681.3966, toll free at 1-800-725-7172 or visit
www.mulvihill.com.
John Germain, Senior
Vice-President & CFO |
Mulvihill Capital
Management Inc.121 King Street
West Suite 2600Toronto, Ontario, M5H 3T9 416.681.3966;
1.800.725.7172www.mulvihill.com info@mulvihill.com |
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dealer if you purchase or sell shares of the Fund on the TSX. If
the shares are purchased or sold on the TSX, investors may pay more
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not be repeated.
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