TORONTO, Feb. 9 /CNW/ - Francesco Ruffolo (the "Investor") announced today that on February 9, 2010, he, together with 1108131 Ontario Ltd., an Ontario corporation controlled by the Investor ("1108131") entered into an agreement (the "Amendment") with GrowthWorks Canadian Fund Ltd. ("GrowthWorks") to amend and restate the Share Purchase, Option and Voting Agreement dated November 26, 2009, among 1108131, the Investor, Adam Adamou and Fred Godard as purchasers and optionees, and GrowthWorks, as the vendor and optionor. Pursuant to the November 26 agreement, the Investor acquired beneficial ownership of common shares of International Datacasting Corporation ("IDC") from GrowthWorks and was granted options, held in trust for the Investor, to acquire from GrowthWorks additional outstanding IDC common shares. The Amendment, among other things, terminated the trust that had been created pursuant to the November 26 agreement in respect of the options, and vested legal and beneficial ownership in 1,333,000 such options in the Investor. No new IDC securities were acquired by the Investor as a result of the Amendment.
For purposes of applicable Canadian securities laws, the Investor (together with an associate of the Investor who may be presumed, pursuant to applicable Canadian securities laws, to be acting jointly or in concert with the Investor) may be considered to beneficially own an aggregate of 5,333,600 IDC common shares (comprised of 4,000,000 IDC common shares held by 1108131, 1,333,000 common shares underlying options held by 1108131, and the 600 IDC common shares held by an associate of the Investor) representing approximately 9.21% of the outstanding common shares of IDC.
In addition, for purposes of Canadian securities laws the Investor may be considered to exercise control over an additional 3,878,092 IDC common shares owned by GrowthWorks (and which are subject to the options granted to Messrs. Godard and Adamou under the November 26 agreement) in respect of which the Investor exercises voting control pursuant to the terms of the Amendment. Accordingly, for purposes of applicable Canadian securities laws, the Investor may be considered to beneficially own or exercise control or direction, directly or indirectly, over an aggregate of 9,211,692 IDC common shares representing approximately 15.91% of the outstanding common shares of IDC.
The Investor acquired the common shares that are the subject of this press release for investment purposes. The Investor intends to review his investment in IDC on a continuing basis. Depending on various factors including, without limitation, IDC's financial position and investment strategy, the price levels of the Common Shares, conditions in the securities markets and general economic and industry conditions, the Investor may in the future take such actions with respect to his investment in IDC as he deems appropriate including, without limitation, seeking board representation, making proposals to IDC concerning changes to the capitalization, ownership structure or operations of IDC, acquiring additional IDC common shares, selling or otherwise disposing of some or all of his IDC common shares or changing his intention with respect to any and all of these matters.
Neither the issuance of this news release in connection with the matters disclosed in this news release nor the filing by the Investor of the report in accordance with applicable Canadian securities laws is an admission that an entity named or otherwise referred to in this news release owns or controls any described securities or is a joint actor with another entity named or otherwise referred to in this news release.
The address for the Investor is set out below.
SOURCE FRANCESCO RUFFOLO
For further information: For further information: including to obtain a copy of the report filed by the Investor in accordance with applicable Canadian securities laws, contact: Francesco Ruffolo, c/o Wilson Display, 1645 Aimco Boulevard, Mississauga, ON, L4W 1H8, Telephone: (905) 625-9200