Proventure Income Fund Announces Closing of Private Placement and Change of Management
/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES/
TORONTO, Sept. 25, 2012 /CNW/ - Proventure Income Fund ("Proventure") (TSX-V: PVT.UN) today announced that it has closed a private placement (the "Founders Private Placement") of 8,200,000 trust units (the "Units") at a price of $0.32 per Unit for proceeds of $2,624,000. The subscribers under the Founders Private Placement are individuals that are members of senior management of Founders Asset Management Corp. ("Founders") and their family members. Proventure further announced that it has entered into a new management agreement (the "Management Agreement").
Closing of Founders Private Placement
The Founders Private Placement has been conditionally accepted by the TSX Venture Exchange ("TSX-V") subject to satisfying the usual conditions. The TSX-V advised Proventure that it required consent from disinterested shareholders holding more than 50% of the issued and outstanding Units of Proventure, to the Founders Private Placement. As a result, Proventure sought and received written consent to the Founders Private Placement of its disinterested unitholder, Peter Lacey, who just prior to the closing of the Founders Private Placement owned or controlled, approximately 70% of the Units of Proventure.
The Founders Private Placement resulted in the issuance of new units of Proventure representing approximately 51% of the outstanding Units of Proventure. The 8,200,000 Units that were issued as part of the Founders Private Placement will be subject to a four month hold period that will expire on January 26, 2013.
New Trustees and Officers
As previously announced Peter Lacey is remaining on the board of trustee of Proventure and currently owns or controls 5,514,240 units of Proventure. He did not purchase any Units under the Founders Private Placement such that he currently owns or controls approximately 34.3% of the outstanding units of Proventure on an undiluted basis.
Lou Maroun will also be on the board of trustees and currently owns 3,145,000 Units representing approximately 19.6% of the outstanding units of Proventure on an undiluted basis. Mr. Maroun owns and controls the units for investment purposes. Mr. Maroun may in the future take such actions in respect of his holdings as he deems appropriate in light of the circumstances then existing, including the purchase of additional units of Proventure through open market purchases, or the sale of all of a portion of his holdings in the open market or in privately negotiated transactions to one or more purchasers subject to applicable hold periods. In particular, Mr. Maroun and his spouse have agreed to purchase an additional 2,565,000 units of Proventure as part of the previously announced proposed private placement (the "Acquisition Private Placement") by Proventure for gross proceeds of up to $30 million the net proceeds of which will be used to partially fund the proposed purchase (the "Acquisition") of a portfolio of four industrial properties in Canada for an aggregate purchase price of $50.1 million (the "Real Estate Portfolio") by Proventure, which is expected to close on September 27, 2012. Assuming that the Acquisition Private Placement closes, Mr. Maroun and his spouse will own or control 5,710,000 units of Proventure representing approximately 6.9% of the then outstanding units of Proventure on an undiluted basis.
Furthermore, Paul Dykeman will also be on the board of trustee and is the CEO. Mr. Dykeman currently, with his spouse, owns or controls 3,145,000 Units representing approximately 19.6% of the outstanding units of Proventure on an undiluted basis. Mr. Dykeman owns and controls the units for investment purposes. Mr. Dykeman may in the future take such actions in respect of his holdings as he deems appropriate in light of the circumstances then existing, including the purchase of additional units of Proventure through open market purchases, or the sale of all of a portion of his holdings in the open market or in privately negotiated transactions to one or more purchasers subject to applicable hold periods. In particular, Mr. Dykeman and his spouse have agreed to purchase an additional 2,200,000 units of Proventure as part of the previously announced proposed Acquisition Private Placement the net proceeds of which will be used to partially fund the proposed Acquisition of the Real Estate Portfolio by Proventure, which is expected to close on September 27, 2012. Assuming that the Acquisition Private Placement closes, Mr. Dykeman and his spouse will own and control 5,345,000 units of Proventure representing approximately 6.5% of the then outstanding units of Proventure on an undiluted basis.
As previously announced Jim Tadeson and Saul Shulman will also be trustee of Proventure and Ross Drake will be the CFO.
In addition to Paul Dykeman, as CEO, and Ross Drake, as CFO, being involved in the day to day management of Proventure, Jon Robbins, VP of Acquisitions of Founders, and Kim Hill, VP of Asset Management, Founders will also be involved with managing Proventure as part of their other employment duties with Founders.
Proventure further announced that it has entered into the form of management agreement (the "Management Agreement") with Founders pursuant to which Founders will provide Proventure with the services necessary to manage the day-to-day operations of Proventure substantially on the terms set forth in the press release of Proventure date September 7, 2012.
TSX-V has in no way passed upon the merits of the proposed transactions and has neither approved or disapproved the contents of this press release.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities of Proventure in the United States. The securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or unless an exemption from such registration is available.
Proventure is an open-ended mutual fund trust established under laws of the Province of Alberta. Proventure is in the commercial property development business and leases real estate to various parties. The units of Proventure are listed on the TSX-V and trade under the symbol "PVT.UN".
Caution Regarding Forward Looking Information
This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information or statements. More particularly and without limitation, this news release contains forward looking statements and information concerning the completion of the Acquisition and the Acquisition Private Placement. The forward-looking statements and information are based on certain key expectations and assumptions made by Proventure and Founders, including the ability to obtain the various approvals required and general economic conditions. Although Proventure believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward looking statements and information because Proventure can give no assurance that they will prove to be correct. By its nature, such forward-looking information is subject to various risks and uncertainties, which could cause the actual results and expectations to differ materially from the anticipated results or expectations expressed. These risks and uncertainties include, but are not limited to, tenant risks, current economic environment, environmental matters, general insured and uninsured risks and Proventure being unable to obtain any required financing and approvals. Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date hereof, and to not use such forward looking information for anything other than its intended purpose. Founders and Proventure undertake no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE: Proventure Income FundFor further information:
Paul Dykeman - President & CEO
of Proventure Income Fund
Telephone: (902) 448-8044
Ross Drake - Chief Financial Officer
of Proventure Income Fund
Telephone: (902) 430-9337