Partners Value Investments L.P. Announces Changes to Internal Group Capital Structure
01 November 2024 - 10:00PM
Partners Value Investments L.P. (TSXV: PVF.UN, PVF.PR.U) (the
“
Partnership”), Partners Value Investments Inc.
(TSXV: PVF.WT, PVF.PR.V) (“
PVII”) and Partners
Value Split Corp. (TSX: PVS.PR.G, PVS.PR.H, PVS.PR.I, PVS.PR.J,
PVS.PR.K, PVS.PR.L) (“
PV Split” and together with
the Partnership and PVII, the “
PVI Group”)
together announce the completion of a share capital reorganization
involving a change in how the Partnership owns its interest in PVII
and how PVII owns its interest in PV Split.
Pursuant to the reorganization, among other
things, PVII amended its articles to: (a) redesignate the voting
common shares held by the Partnership (“Common
Shares”) as Class A restricted voting shares, which have
substantially the same terms as the Common Shares but are entitled
to elect 50% of the directors of PVII; and (b) create Class B
restricted voting shares (“Class B Shares”), which
are not entitled to dividends, are redeemable for a nominal amount
and are entitled to elect 50% of the directors of PVII. A new
trust, Partners Value Holding Trust, subscribed for Class B Shares
and is the sole owner of PVII shares of that class. As a result,
the Partnership no longer controls PVII, but has retained 100% of
its economic interest in PVII.
A similar change has been made to the articles
of PV Split. As a result of the transaction, PVII now owns 100% of
the Class A restricted shares of PV Split, which have substantially
the same terms as the voting shares of PV Split but are entitled to
elect 50% of the directors of PV Split and a new trust, Partners
Value Split Holding Trust, holds 100% of the new Class B restricted
voting shares of PV Split, which are not entitled to dividends, are
redeemable for a nominal amount and are entitled to elect 50% of
the directors of PV Split. As a result, PVII no longer controls PV
Split, but has retained 100% of its economic interest in PV
Split.
After these changes, which have no impact on the
publicly-traded units of the Partnership, it is expected that PVII
and PV Split will both continue to be considered mutual fund
corporations for tax purposes under current law and following the
implementation of proposed amendments to the Income Tax Act
(Canada) relating to mutual fund corporations.
For additional information, please contact
Investor Relations at ir@pvii.ca or 416-643-7621.
Neither TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Forward-Looking Statements
Note: This news release contains
“forward-looking information” within the meaning of Canadian
provincial securities laws and “forward-looking statements” within
the meaning of applicable Canadian securities regulations.
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”, “seeks”, “likely” or negative versions thereof and
other similar expressions, or future or conditional verbs such as
“may”, “will”, “should”, “would” and “could”. Forward-looking
statements in this news release include statements relating to and
regarding the qualification of PVII and PV Split as mutual fund
corporations and the economic impact of the proposed transaction on
the PVI Group. Forward-looking statements are provided for the
purpose of presenting information about current expectations and
plans of management of the PVI Group relating to the future, and
readers are cautioned that such statements may not be appropriate
for other purposes.
Although management believes that these
forward-looking statements and information are based upon
reasonable assumptions and expectations, the reader should not
place undue reliance on forward-looking statements and information
because they involve known and unknown risks, uncertainties and
other factors, many of which are beyond the control of the PVI
Group, which may cause the actual results, performance or
achievement the PVI Group to differ materially from anticipated
future results, performance or achievement expressed or implied by
such forward-looking statements and information.
Factors that could cause actual results to
differ materially from those contemplated or implied by
forward-looking statements and information include, but are not
limited to: changes to the qualification of PVII or PV Split as
“mutual fund corporations” under the Income Tax Act (Canada);
changes in in government regulation and legislation; changes in tax
laws; the impact or unanticipated impact of general economic,
political and market factors; the behavior of financial markets,
including fluctuations in interest and foreign exchanges rates;
operational and reputational risks; catastrophic events, such as
earthquakes and hurricanes; the possible impact of international
conflicts and other developments including terrorist acts and the
outbreak of disease including epidemics and pandemics; and other
risks and factors detailed from time to time in the PVI Group’s
documents filed with the securities regulators in Canada.
The PVI Group cautions that the foregoing list
of important factors that may affect future results is not
exhaustive. When relying on the PVI Group’s forward-looking
statements and information, investors and others should carefully
consider the foregoing factors and other uncertainties and
potential events. Except as required by law, the PVI Group
undertakes no obligation to publicly update or revise any
forward-looking statements and information, whether written or
oral, that may be as a result of new information, future events or
otherwise.
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