TORONTO, Oct. 6 /CNW/ - J. D. Craig Holdings Inc. ("JDC"), a company controlled by J. Drew Craig, the Co-Chief Executive Officer of Craig Wireless Systems Ltd. ("CWS"), announces that since the filing of an early warning report on August 27, 2008, it has acquired ownership of an additional 1,136,842 subordinate voting shares of CWS (the "Shares"). The Shares represent approximately 2.47% of the issued and outstanding subordinate voting shares of CWS. The Shares were acquired as follows: (i) 905,342 as partial payment of accrued interest on a loan made by JDC and T. Boyd Craig in July of 2008 (the "Loan"), and (ii) 231,500 acquired directly through the facilities of the Toronto Stock Exchange (the "Exchange Purchases").
The values allocated to each issuance of subordinate voting shares as partial payment of accrued interest pursuant to the Loan were: (i) September 30, 2008 - 49,333 subordinate voting shares at $0.47 each; (ii) January 2, 2009 - 446,558 subordinate voting shares at $0.08 each; (iii) April 1, 2009 - 82,508 subordinate voting shares at $0.52 each; (iv) July 2, 2009 - 127,591 subordinate voting shares at $0.34 each; and (v) October 2, 2009 - 199,352 subordinate voting shares at $0.22 each (collectively the "Interest Shares"). The values of the consideration offered pursuant to the Exchange Purchases were as follows: (i) September 4, 2008 - 131,500 subordinate voting shares at $0.50 each; and (ii) December 15, 2008 - 100,000 subordinate voting shares at $0.11 each.
With respect to the issuance of the Interest Shares, CWS relied on section 2.3 of National Instrument 45-106 Prospectus and Registration Exemptions as JDC is an accredited investor as such term is defined therein. With respect to the Exchange Purchases, the subordinate voting shares of CWS were acquired pursuant to section 4.1 of Multilateral Instrument 62 -104 Take-Over Bids and Issuer Bids and/or section 100 of the Securities Act (Ontario) as the subordinate voting shares acquired over a 12-month period, in the aggregate, did not exceed five percent of the outstanding subordinate voting shares of CWS, there is a published market for the subordinate voting shares, and the value of the consideration paid for the subordinate voting shares was not in excess of the market price of the acquired subordinate voting shares.
After giving effect to the foregoing, in the aggregate, J. Drew Craig and JDC directly own and control 2,206,742 subordinate voting shares of CWS representing approximately 4.79% of the issued and outstanding subordinate voting shares of CWS. J. Drew Craig, together with his brothers T. Boyd Craig and S. Miles Craig, also has shared control over 30,285,688 subordinate voting shares of CWS held by Manalta Investment Company Ltd., representing 65.76% of the issued and outstanding subordinate voting shares of CWS. Each of J. Drew Craig, T. Boyd Craig, and S. Miles Craig own approximately 33% of the shares in Manalta Investment Company Ltd.
JDC acquired the Exchange Shares for investment purposes and may, in the future, take such actions in respect of its holdings as it may deem appropriate in light of the circumstances then existing, including the purchase of subordinate voting shares or other securities of the CWS through open market purchases or privately negotiated transactions, or the sale of all or a portion of its holdings in the open market or in privately negotiated transactions to one or more purchasers.
The Interest Shares were acquired pursuant to the terms of the Loan. In particular, a commitment letter was executed by CWS as the borrower and T. Boyd Craig and J. Drew Craig as the lenders (the "Lenders") for a non-assignable $11.6 million facility, constituting the Loan. The Loan was made to CWS for general corporate operating purposes. The Loan bears interest at a rate equal to 15% per annum, payable quarterly in arrears. The Loan provides that 80 percent of the interest payable shall be paid in cash and the other 20 percent of the interest shall be paid by issuing and delivering subordinate voting share of CWS to the Lenders in lieu of cash, at a price equal to the weighted-average trading price of the subordinate voting shares on the Toronto Stock Exchange for the five trading days preceding the date of interest payment. Additional subordinate voting shares will be issued to the Lenders as partial payment of accrued interest on December 31st, March 31st, June 30th, and September 30th of each year until the Loan is repaid.
A copy of the related early warning report in connection with the matters described herein filed with the applicable securities commissions and further information may be obtained by contacting CWS, attention: Wesley Thiessen, Chief Financial Officer, at telephone: (204) 925-9125.
SOURCE J. D. CRAIG HOLDINGS INC.
For further information: For further information: CWS, attention: Wesley Thiessen, Chief Financial Officer, at telephone: (204) 925-9125