VAUGHAN, ON, July 28 /CNW/ - Prism Medical Ltd. ("Prism") (PM:TSX-VEN)
announced today that it intends to conduct a non-brokered private placement of
common shares in the amount of up to $3,000,000 at a price of $6.00 per share.
The proceeds of the offering will be used to fund strategic acquisitions,
retire outstanding funded debt and general operations.
The offering will be extended to directors, senior executives, employees
and consultants of Prism and its subsidiaries in order to further its
objectives of encouraging share ownership by these individuals and aligning
their interests as a group and with the company. These individuals may borrow
all or a part of the subscription funds from HSBC Bank Canada or a related
entity on normal banking terms. Prism has agreed to guarantee these borrowings
in order to facilitate the subscriptions.
The offering is considered to be a "related party" transaction for the
purposes of Multilateral Instrument 61-101 - Protection of Minority
Securityholders in Special Transactions (the "Regulation"). The offering is
exempt from the formal valuation and majority of the minority shareholders
approval set out in the Regulation since at the time the transaction was
agreed to, neither the fair market value of the subject matter of, nor the
fair market value of the consideration for, the transaction, insofar as it
involves interested parties, exceeds 25% of the issuer's market capitalization
in accordance with Sections 5.5 and 5.7 of the Regulation.
It is anticipated that approximately 400,000 common shares in the capital
of Prism will be issued which represents approximately 7.2% of the issued
shares in the capital of Prism after completion of the offering. Proceeds will
be payable to Prism and existing shareholders will experience dilution.
The subscribers under the offering who are "interested parties" as
defined in the Regulation include certain directors and senior officers of
Prism or its subsidiaries. It is anticipated that these individuals will
purchase 300,000 common shares in the capital of Prism under the offering
which represents approximately 75% of the offered shares and 5.4% of the
issued shares in the capital of Prism after completion of the offering.
Prism is a provider of durable medical equipment and related services to
the mobility disadvantaged in Canada, the U.S. and the United Kingdom. While
Prism's history dates back to 1996, Prism's subsidiaries and divisions have
been servicing the mobility disadvantaged since the mid 1980's in their homes,
long-term care facilities and acute care facilities. Prism includes Waverley
Glen, North America's premiere ceiling lift manufacturer with distribution
across Canada and the U.S., Patient Lifts of New England with distribution
across the northeastern USA, Westholme and Care Free Lifting & Handling,
leading distributors of moving and handling products in the U.K. and Freeway
Health Care, a U.K.-based manufacturer of ceiling lifts and shower chairs.
Certain statements in this release may constitute forward-looking
statements. Such forward-looking statements involve risks, uncertainties and
other factors, which may cause actual results, performance or achievements of
Prism to be materially different from future results, performance or
achievements expressed or implied by such forward-looking statements. For
further information, please contact:The TSX Venture Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of this press release.%SEDAR: 00009348E
For further information: William G. Edwards, Chief Financial Officer,
Prism Medical Ltd., Tel: (905) 850-0093 ext. 242, Fax: (905) 850-0061,