/NOT FOR DISTRIBUTION IN THE UNITED STATES/
MARKHAM, ON and LONDON, UK, Oct. 25 /CNW/ - Redline (AIM: REDL), a
leading provider of standards-based WiMAX and broadband wireless
infrastructure products, announced today that its corporate reorganization
will be completed immediately prior to the proposed listing on the Toronto
Stock Exchange ("TSX") and admission to trading on the AIM market of the
London Stock Exchange plc ("AIM") of the newly-formed holding company, Redline
Communications Group Inc ("RCG"), at 9:30am (EST)/2:30pm (BST) on Thursday,
October 25, 2007. The reorganization, announced on 26 September 2007, will
result in the Redline Communications Inc.("RCI") becoming a wholly-owned
subsidiary of RCG.
From the commencement of trading at 9:30am (EST)/2:30pm (BST) on October
25, 2007, the shares of RCG will trade under the symbol 'RDL' on both TSX and
AIM, and have been assigned a new ISIN number, which is set forth below:
RDL (previously REDL) ISIN CA7576371032 CUSIP: 757637103
Shares of RCI, which traded under the symbol 'REDL' on the AIM market,
will be cancelled from 8:00am (BST) on 25 October 2007.
In conjunction with the reorganization and TSX listing, RCG has conducted
a placing of CDN$40.0 million ((pnds stlg)20.1 million) comprising of
6,155,000 common shares of no par value at a price of $6.50 ((pnds stlg)3.27)
per share of which 4,625,000 were from treasury and 1,530,000 were secondary,
which is to close prior to the TSX listing and AIM admission.
Following stockholder approval, which was disclosed following the
companies shareholder meeting on October 17, 2007, and subject to the listing
of RCG on the TSX and the contemporaneous AIM admission, holders of the common
stock of the Company who did not elect otherwise will receive, at a ratio of
one Company share for 0.25 common shares of shares of class B common stock in
the surviving entity, that will be automatically redeemed by Redline for the
same number of shares in RCG in connection with the TSX listing and AIM
admission. In addition and contemporaneously, holders of the common stock of
Redline who so elected will receive at a ratio of one Company share for 0.25
common shares of the surviving company, a class of stock which are redeemable
at the option of the holder at any time after the TSX listing and AIM
admission for common shares of RCG.
The reorganization will be accomplished by a merger of a wholly-owned
acquisition vehicle with and into the Company pursuant to the Delaware General
This press release does not constitute an offer to sell or a solicitation
of an offer to sell common shares of Redline in the United States. These
securities have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "U.S. Securities Act") or any state
securities laws and may not be offered or sold in the United States except in
compliance with the registration requirements of the U.S. Securities Act and
applicable state securities laws or pursuant to an exemption therefrom.
Any forward-looking statements in this press release are based on current
expectations that are subject to significant risks and uncertainties that are
difficult to predict. Actual results may differ materially from projections
suggested in any forward-looking statements due to a number of risks including
those associated with the business of Redline, the proposed offering and
regulatory matters. Redline assumes no obligation to update the
forward-looking statements, or to update the reasons why actual results could
differ from those reflected in the forward-looking statements. Readers are
cautioned not to place undue reliance on forward-looking statements.
Additional information identifying risks and uncertainties are contained in
RCG's (preliminary) prospectus filed with the Canadian securities regulatory
authorities, available at www.sedar.com.
NOTE: All registered and unregistered trademarks mentioned in
this release are the property of their respective owners.
For further information:
For further information: Redline Communications, Tom Hearne, Chief
Financial Officer, Carolyn Anderson, Communications Director,
firstname.lastname@example.org, Tel: (905) 479-8344; The Equicom Group,
Craig Armitage, Vanessa Beresford, email@example.com, Tel: (416)
815-0700; Canaccord Adams, Chris Bowman, Andrew Chubb, Tel: +44 (0)20