VANCOUVER, British Columbia, Jan. 11, 2023 (GLOBE NEWSWIRE) — Dominion Lending Centres Inc. (TSXV:DLCG) (“DLC” or the “Corporation”) today announced the final results of its substantial issuer bid to purchase for cancellation up to 3,000,000 of its outstanding common shares (“Shares”) at a price of $3.75 per Share (the “Purchase Price”), for an aggregate purchase price not to exceed $11,250,000 (the “Offer”). The Offer expired at 5:00 p.m. Eastern time on January 11, 2023.
An aggregate of approximately 1,781,790 Shares were validly tendered. In accordance with the terms and conditions of the Offer, the Corporation has taken up 1,781,790 Shares at the Purchase Price, for an aggregate cost of $6,681,713, excluding fees and expenses relating to the Offer. After giving effect to the Offer, 44,576,051 Shares remain outstanding.
The Corporation will make payment for the Shares tendered and accepted for purchase by tendering the aggregate purchase price to Olympia Trust Company, the depositary for the Offer (the “Depositary”), in accordance with the Offer and applicable laws and payment to the shareholders will be effected by the Depositary. Payment for Shares will be made in cash, without interest. Any Shares invalidly tendered or tendered and not purchased will be returned to the tendering shareholder promptly by the Depositary.
In order to fund the purchase of the tendered Shares under the Offer, DLC will draw down $7.6 million on its previously announced term loan, of which $4.56 million is available to DLC to fund the Offer and $3.04 million will be paid as a pro rata (40%) dividend to the holders of Preferred Shares. DLC will use cash on hand to fund the balance of $2.12 million to complete the purchase of tendered shares under the Offer. The remaining credit available under the $20 million term loan will be cancelled.
Tax Information
To assist shareholders in determining the tax consequences of the Offer, the Corporation estimates that, for the purposes of the Income Tax Act (Canada), the paid-up capital per Share is $2.17. For Canadian federal income tax purposes, a deemed dividend in the amount of $1.58 per Share accordingly arises on the purchase of the Shares under the Offer. The Corporation designates the entire amount of the deemed dividend arising from such purchase as an “eligible dividend” for purposes of the Income Tax Act (Canada) and any corresponding provincial and territorial tax legislation. For the purposes of subsection 191(4) of the Income Tax Act (Canada), the “specified amount” in respect of each Share is $3.80. Shareholders should consult with their own tax advisors with respect to the income tax consequences of the disposition of their Shares under the Offer.
About Dominion Lending Centres Inc.
The DLC Group is Canada’s leading network of mortgage professionals. The DLC Group operates through Dominion Lending Centres and its three main subsidiaries, MCC Mortgage Centre Canada Inc., MA Mortgage Architects Inc. and Newton Connectivity Systems Inc., and has operations across Canada. The DLC Group’s extensive network includes ~7,500 agents and 515 locations. Headquartered in British Columbia, the DLC Group was founded in 2006 by Gary Mauris and Chris Kayat.
Contact information for the Corporation is as follows:
| James Bell Co-President 403-560-0821 [email protected] |
Robin Burpee Co-Chief Financial Officer 403-455-9670 [email protected] |
Amar Leekha Sr. Vice-President, Capital Markets 403-455-6671 [email protected] |
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