TORONTO, Dec. 17, 2013 /CNW/ - SWEF TERRAWINDS RESOURCES CORP. ("SWEF Terrawinds") today announced that it has completed its previously announced
redemption of its non-voting common shares (each a "Share") and made its final cash distribution of $8,496,492 to SWEF Terrawinds
investors ("Investors"), representing $1.10 in cash for each Share held by them. SWEF
Terrawinds has paid the final aggregate cash distribution to Investors'
stock brokers who will in turn place the money in Investors' brokerage
accounts that hold the Shares and provide Investors with the required
tax reporting information required by Investors to complete their tax
returns in respect of the redemption.
In accordance with the terms governing the Shares, the final cash
distribution amount per Share is equal to: (A) the total amount of cash
or cash equivalents standing to the credit of SWEF Terrawinds, less (i)
the amount required to redeem the outstanding preferred shares in the
capital of SWEF Terrawinds (being $100 in aggregate); and (ii) an
amount equal to the existing and contingent liabilities determined by
the directors of SWEF Terrawinds in good faith; divided by (B) the
total number of outstanding Shares. The final aggregate cash
distribution of $8,496,492, or of $1.10 per Share, represents a total
of $9,493,951 in cash and cash equivalents as shown on SWEF Terrawinds'
audited financial statements for the nine months ended September 30,
2013, less an aggregate of $997,459 on account of cash expenses related
to the wind up of SWEF Terrawinds and SWEF GP Inc., incurred since
September 30, 2013 (or to be incurred) and a cash reserve retained by
SWEF Terrawinds as permitted under the terms of the Shares to account
for its existing and contingent liabilities.
The redemption of the Shares was part of a wind-up plan of SWEF
Terrawinds and related entities previously approved by Investors in
2007. All of the Shares were cancelled upon redemption. SWEF
Terrawinds intends to dissolve prior to the end of 2013 and cease to be
a reporting issuer under applicable Canadian securities laws.
The Canadian federal income tax consequences generally applicable to an
Investor on the redemption and cancellation of their Shares is
disclosed in the Information Circular of SWEF Terrawinds dated November
29, 2007, which was prepared in connection with the special meeting of
Investors held on December 28, 2007 (the "Circular"). A copy of the Circular and other information pertaining to SWEF
Terrawinds and its predecessors is available at www.sedar.com and on
SWEF Terrawinds' website at www.sweflp.com.
The summary in the Circular and in this paragraph is of a general nature
only and is not intended to constitute tax or legal advice to any
particular Investor. Accordingly, Investors are urged to consult their
own tax advisors concerning the tax consequences to them of the
redemption for cancellation of their Shares and the proper tax
reporting based on their own particular circumstances. An Investor will generally realize a capital gain as a result of the
redemption and cancellation of their Shares equal to the difference
between the amount of the payment and the adjusted cost base of the
Investor's Shares at the time of cancellation. The adjusted cost base
to an Investor of a Share should be equal to the fair market value of
such Share at the time it was distributed to the Investor. Investors
received the Shares in 2008 as part of a reorganization that resulted
in the repurchase for cancellation of the units of SWEF Terrawinds'
predecessor, SWEF LP. As disclosed in the March 26, 2009 letter from
SWEF LP to Investors regarding the repurchase of the units, SWEF LP's
general partner, SWEF GP Inc., determined that each Share distributed
to Investors had a nominal fair market value of $0.01. Based on this
value, an Investor should realize a capital gain on the purchase for
cancellation of each Share equal to $1.09 (i.e., $1.10 - $0.01).
Forward Looking Statements
This press release contains forward looking information within the
meaning of applicable securities laws, including forward looking
information relating to the expected timing of the dissolution of SWEF
Terrawinds and SWEF Terrawinds ceasing to be a reporting issuer under
applicable Canadian securities laws. All forward looking statements are
inherently uncertain and actual results may differ materially from the
assumptions, estimates or expectations reflected or contained in the
forward looking statements. We consider the assumptions on which these
forward looking statements are based to be reasonable, but caution the
reader that these assumptions regarding future events, many of which
are beyond our control, may ultimately prove to be incorrect. These
forward looking statements involve a number of risks, uncertainties and
assumptions, including the risk of future tax assessments, litigation
or other unanticipated expenses.
SWEF Terrawinds disclaims any intention or obligation to update or
revise any forward looking statements whether as a result of new
information, future events or otherwise, except as required by law.
These risks may cause the actual results, performance or achievements
of SWEF Terrawinds to be materially different from any future results,
performance or achievements expressed or implied by such forward
looking statements. These cautionary statements expressly qualify all
forward looking statements attributable to SWEF Terrawinds.
SOURCE: SWEF TERRAWINDS RESOURCES CORP.
For further information:
Please contact Judson Martin, Chairman of SWEF Terrawinds, by email at Judsonmartin@sweflp.com or by facsimile at 416-352-5728. Additional information concerning SWEF Terrawinds is available at www.sweflp.com.