TORONTO, Dec. 3, 2013 /CNW/ - GrowthWorks Canadian Fund Ltd. (the "Fund") today announced that it did not file its audited annual financial
statements and related management report of fund performance for the
year ended August 31, 2013 under National Instrument 81-106 Investment Fund Continuous Disclosure (collectively, the "Continuous Disclosure Documents") by November 29, 2013, the deadline prescribed by securities legislation
(the "Specified Requirement").
As previously disclosed, on October 1, 2013 the Fund obtained court
protection under the Companies' Creditors Arrangement Act ("CCAA") pursuant to an initial order (the "Initial Order") granted by the Ontario Superior Court of Justice (the "Court"). Pursuant to an order of the Court issued on October 29, 2013 (the "Extension Order"), the Fund obtained an extension of the "Stay Period" set out in the
Initial Order until and including January 15, 2014. The Extension Order
continues and extends the stay of proceedings, which has stayed certain
creditor claims and the exercise of contractual rights against the
Fund. The Extension Order provides the Fund with the necessary
protection to continue to pursue the divestment of its investment
portfolio with a view to maximizing the return on its assets under the
oversight of the Board of Directors of the Fund and FTI Consulting
Canada Inc., in its capacity as Court-appointed monitor in the CCAA
proceedings (the "Monitor"), and with the advice of its advisors. Pursuant to a Court order
issued on November 18, 2013 (the "SISP Order"), the Fund obtained Court approval to conduct a sale and investor
solicitation process (the "SISP") to seek parties interested in purchasing the assets, undertakings and
property of the Fund and/or parties interested in investing in or
refinancing the business of the Fund.
Since the CCAA proceedings commenced, in compliance with the CCAA and
the orders of the Court in the CCAA proceedings, the Fund has provided
the Monitor with full access to the accounting records in the
possession of the Fund and the Fund with the assistance of the Monitor
has sought from the former manager of the Fund certain accounting
records of the Fund which are in the possession of the former manager.
The Monitor has filed with the Court periodic reports which have
included the Fund's cash flow projections and other financial
information concerning the Fund. The Fund anticipates that the Monitor
will continue to file periodic reports with the Court, and post them on
its website. The Fund's audited financial statements will be posted on
the Monitor's website once they are finalized and approved by the Fund.
The Monitor's reports and Court records are available on line on its
website at http://cfcanada.fticonsulting.com/GCFL/. The Monitor has also established the following hotline (416) 649-8087.
As a consequence of the accounting records of the Fund maintained by the
former manager of the Fund in respect of certain prior transactions of
the Fund, the Fund has not been able to finalize and file the
Continuous Disclosure Documents. The Fund intends to file the
Continuous Disclosure Documents as soon as is commercially reasonable,
or as required by the Court.
The Fund intends to satisfy the provisions of the alternative
information guidelines set out in National Policy 12-203 Cease Trade Orders for Continuous Disclosure Defaults so long as it remains in default of the Specified Requirement. The Fund
also intends to file with the applicable securities regulatory
authorities throughout the period in which it is in default of the
Specified Requirement, the same information it provides to its
creditors when the information is provided to its creditors (other than
confidential material if disclosure of that information would be unduly
detrimental to the interests of the Fund) and in the same manner as it
would file a material change report under Part 7 of National Instrument
51-102 Continuous Disclosure Requirements.
This press release contains forward looking statements, including
statements with respect to the CCAA proceedings. These forward-looking
statements reflect the Fund's current views and are based on certain
assumptions, including assumptions as to future operating conditions
and courses of action, sale or refinancing alternatives, economic
conditions and other factors the Fund believes are appropriate. Such
forward looking statements are subject to risks and uncertainties that
may cause actual results to differ materially from those contained in
these statements, including the risk that disposition of the Fund's
portfolio investments or refinancing or other strategic alternatives
may not be available on terms acceptable to the Fund, or at all, or
that any such disposition or other strategic alternative would yield
proceeds sufficient to satisfy in full the Fund's payment obligations
to Roseway Capital S.a.r.l., the Fund's other creditors or any
distribution to the Fund's shareholders; the risk that litigation or
defence proceedings involving claims by the former manager of the Fund
or other third parties against the Fund may involve substantial expense
and, if successful, could require the Fund to pay substantial damages;
and those risks and uncertainties disclosed in the Fund's most recently
filed prospectus and other regulatory filings posted on SEDAR at
www.sedar.com. These risks and uncertainties may cause actual results,
events or developments to be materially different from those expressed
or implied by such forward-looking statements. Unless required by law,
the Fund does not assume any obligation to update any forward-looking
statements, whether as a result of new information, future events or
results or other factors.
SOURCE: GrowthWorks Canadian Fund Ltd.
For further information:
FTI Consulting Canada Inc. Court Appointed Monitor of GrowthWorks Canadian Fund Ltd.