RS provides further update on CCAA proceedings
CALGARY, Aug. 31, 2013 /CNW/ - RS Technologies Inc. ("RS"), a customer and technology driven company that designs, engineers and manufactures composite utility poles, announces that FTI Consulting Canada Inc., in its capacity as court-appointed monitor (the "Monitor") has taken certain important steps under the Companies' Creditors Arrangement Act (Canada), ("CCAA") proceedings of RS that were commenced on March 14, 2013.
In accordance with the order (the "Meeting Order") granted by the Alberta Court of Queen's Bench (the "Court") on August 23, 2013, the Monitor filed a plan of compromise or arrangement (the "Plan") with the Court and a meeting of Affected Creditors (as defined in the Plan) (the "Creditors' Meeting") was held on August 29, 2013. The Affected Creditors approved the Plan at the Creditors' Meeting.
The Monitor is now required to seek the Court's approval of the Plan prior to it being implemented. As such, the Monitor has filed an application (the "Sanction Application") seeking various relief including, amongst others, sanctioning and implementation of the Plan. The Sanction Application is scheduled to be heard on September 9, 2013 at 3:00 p.m. Calgary time.
The sanctioning and implementation of the Plan will allow for the completion of a transaction with Werklund Capital Corporation and Melbye Skandinavia AS (collectively, the "Buyers") which involves the following material elements:
|a)||the asset and share purchase agreement between RS, as seller, the Buyers, as purchasers, and the Monitor dated April 11, 2013 will proceed as a share purchase;|
|b)||all of the existing shares of RS will be retracted and cancelled for no consideration;|
|c)||the Buyers will become the sole Class "A" common shareholders of RS, which shares will be voting shares; and|
|d)||the Affected Creditors will become the sole Class "B" common shareholders of RS, which shares will be non-voting shares.|
Once the Plan is implemented, RS will be in a position to emerge from its CCAA proceedings and continue its operations as a going concern. During the course of its CCAA proceedings, RS has continued its operations in the normal course under the supervision of the Monitor.
Further details of RS's CCAA proceedings and the Sanction Application can be obtained from the Monitor's website at http://cfcanada.fticonsulting.com/RS/.
Certain information regarding RS in this news release including management's assessment of future plans and operations and the timing thereof, may constitute forward-looking statements under applicable securities laws and necessarily involve risks including, without limitation, risks associated with loss of markets, currency fluctuations, competition from other systems providers, the ability to access sufficient capital from internal and external sources and the uncertainty involved in Court proceedings and the implementation of a Plan of Arrangement under the CCAA. As a consequence, RS's actual results, performance or achievements could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be given that any events anticipated by the forward-looking statements will transpire or occur, or, if any of them do so, what benefits RS will derive therefrom. Readers are cautioned that the foregoing list of factors is not exhaustive. Furthermore, the forward-looking statements contained in this news release are made as at the date of this news release and RS does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.
RS Technologies Inc. is a customer and technology driven company that designs, engineers and manufactures composite utility poles. The poles are used in transmission, distribution and communication applications and offer a lighter, more durable and longer-lasting solution over wood, steel and concrete alternatives. In many instances, the environmentally friendly poles deliver the lowest total installed and lifecycle cost solution of any pole on the market. With installations dating back to 2003, RS has over 290 customers globally and is ISO 9001:2008 registered.
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