TORONTO, Sept. 22,
2022 /CNW/ - United Corporations Limited
(TSX: UNC) (TSX: UNC.PR.A) (TSX: UNC.PR.B)
(TSX: UNC.PR.C) (the "Company") announced today that
the Ontario Securities Commission (the "OSC") has granted an
exemptive relief order (the "Relief Order") exempting the Company
from complying with the requirement that the Company first takes up
all the common shares (the "Shares") deposited under its currently
underway substantial issuer bid (the "Offer") before extending the
expiration date of the Offer, if the Company ultimately determines
to extend the Offer in the circumstance where the Offer is
undersubscribed.
Pursuant to the Offer, which commenced on August 22, 2022, the Company offered to purchase
up to $50,000,000 in value of its
outstanding Shares from holders of Shares (the
"Shareholders") for cash. The Offer will proceed by way of a
"modified Dutch auction". Shareholders wishing to tender to the
Offer will be entitled to do so pursuant to: (i) auction tenders in
which they will specify the number of Shares being tendered at a
price of not less than $90.00 and not
more than $110.00 per Share in
increments of $1.00 per Share, or
(ii) purchase price tenders in which they will not specify a price
per Share, but will rather agree to have a specified number of
Shares purchased at the purchase price to be determined by auction
tenders.
The purchase price to be paid by the Company for each validly
deposited Share will be based on the number of Shares validly
deposited pursuant to auction tenders and purchase price tenders,
and the prices specified by Shareholders making auction tenders.
The purchase price will be the lowest price which enables the
Company to purchase the maximum number of Shares not exceeding an
aggregate of $50,000,000 in
value based on valid auction tenders and purchase price
tenders, determined in accordance with the terms of the Offer.
Shares deposited at or below the finally determined purchase price
will be purchased at such purchase price. Shares that are not taken
up in connection with the Offer, including Shares deposited
pursuant to auction tenders at prices above the purchase price,
will be returned to the Shareholders.
If the aggregate purchase price for Shares validly tendered
pursuant to auction tenders and purchase price tenders is greater
than the amount available for auction tenders and purchase price
tenders, the Company will purchase Shares from the holders of
Shares who made purchase price tenders or tendered at or below the
finally determined purchase price on a pro rata basis, except that
"odd lot" holders (holders of less than 100 Shares) will not be
subject to proration.
The Offer is currently set to expire at 5:00 p.m. (Eastern time) on September 26,
2022 (the "Expiration Time"), unless withdrawn or
extended. The Offer is not conditional upon any minimum number of
Shares being tendered. The Offer is, however, subject to other
conditions and the Company reserves the right, subject to
applicable laws, to withdraw or amend the Offer, if, at any time
prior to the payment of deposited Shares, certain events occur.
As set out in the issuer bid circular, the Company applied for
exemptive relief from the OSC to permit the Company to extend the
Offer in circumstances in which all of the terms and conditions of
the Offer have either been satisfied or waived by the Company,
without first taking up Shares which have been deposited (and not
withdrawn) before the Expiration Time (the "Extension
Relief"). On September 22, 2022,
the OSC granted the Company the Relief Order providing the
Extension Relief which will allow the Company to, subject to the
conditions in the Relief Order, elect to extend the Offer without
first taking up all the Shares deposited and not withdrawn under
the Offer.
At this time, the Company has not yet determined if it will
extend the Offer, and the expiration of the Offer remains the
Expiration Time. The Company will determine whether it will extend
the expiration of the Offer beyond the Expiration Time once it
determines how many Shares have been tendered (and not withdrawn)
under the Offer, and considers all relevant circumstances. In the
event the Offer is extended, the Company will provide a further
news release disclosing the details of such extension.
Details of the Offer, including instructions for tendering
Shares to the Offer and the factors considered by the Board of
Directors in making its decision to approve the Offer, are included
in the formal offer to purchase and issuer bid circular and other
related documents (the "Offer Documents"). The Offer
Documents are available on the Company's profile on SEDAR at
www.sedar.com. Shareholders should carefully read the Offer
Documents prior to making a decision with respect to the Offer.
The Company has engaged Scotia Capital Inc.
("Scotiabank") to act as financial advisor and dealer
manager for the Offer. The Company has also engaged Computershare
Investor Services Inc. ("Computershare") to act as
depositary for the Offer.
This press release is for informational purposes only and does
not constitute an offer to buy or the solicitation of offer to sell
Shares. The solicitation and the offer to buy Shares will only be
made pursuant to the Offer Documents. Any questions or requests for
information regarding the Offer should be directed to
Computershare, as the depositary at: 416-263-9200, or Scotiabank,
as the dealer manager at: 416-945-4642.
About United Corporations Limited
The Company is a
closed-end investment corporation that trades on the Exchange. The
Company has always been an investment vehicle for long-term growth
through investments in common equities, as management believes that
over long periods of time common equities, as an asset class, will
outperform fixed income instruments or balanced funds. The equity
investments in the portfolio reflect investment opportunities
world-wide. For more information, please visit:
https://www.ucorp.ca/.
Forward Looking Statements
This press release
may contain forward-looking information within the meaning of
applicable securities regulation. The words "may", "will", "would",
"should", "could", "expects", "plans", "intends", "trends",
"indications", "anticipates", "believes", "estimates", "predicts",
"likely" or "potential" or the negative or other variations of
these words or other comparable words or phrases, are intended to
identify forward-looking statements. These statements include,
without limitation, statements regarding the Company's intentions
and expectations with respect to the Offer, the terms and
conditions of the Offer, including the aggregate number of Shares
to be purchased for cancellation under the Offer and the expected
expiration date of the Offer, and purchases thereunder and the
effects of purchases under the Offer. Purchases made under the
Offer are not guaranteed and may be suspended at the discretion of
the Board of Directors. The Company believes the expectations
reflected in the forward-looking statements in this press release
are reasonable but no assurance can be given that these
expectations will prove to be correct and such forward- looking
statements should not be unduly relied upon. Forward-looking
information is based on a number of assumptions and is subject to a
number of risks and uncertainties that may cause the results or
events mentioned in this press release to differ materially from
those that are discussed in or implied by such forward-looking
information. These risks and uncertainties include, but are not
limited to, general, local economic, and business conditions. All
forward-looking information in this press release speaks as of the
date hereof. The Company does not undertake to update any such
forward-looking information whether as a result of new information,
future events or otherwise. Additional information about these
assumptions and risks and uncertainties is disclosed in filings
with securities regulators filed on SEDAR
(www.sedar.com).
SOURCE United Corporations Limited