REGINA, Dec. 23 /CNW/ - ACC Enterprises 5 Inc. ("ACC") wishes to clarify its December 21,2010 news release regarding the acquisition of limited partnership units ("Units") of Assiniboia Farmland Limited Partnership ("Assiniboia"). On December 20, 2010, ACC acquired ownership of 72,700 Units (representing 4.84% of the outstanding Units in Assiniboia). ACC is indirectly controlled by Mr. Doug Emsley, President and Chief Executive Officer and a director of Assiniboia Farmland GP 3 Corp., the general partner of Assiniboia. Upon closing of the offering, Mr. Emsley owns, controls or directs, directly or indirectly, 404,832 units of Assiniboia (representing 26.95% of the outstanding Units in Assiniboia).
In connection with the subscription for Units, ACC and Assiniboia entered into a subscription agreement providing for the issuance of 72,700 Units for $30.41 per Unit, for an aggregate purchase price of $2,210,807.
ACC acquired the Units pursuant to the Offering for investment purposes. The Units are not listed or quoted for trading on a stock exchange. ACC may in the future take such actions in respect of its holdings as it deems appropriate in light of the circumstances then existing, including the purchase of additional Units or other securities of Assiniboia through privately negotiated transactions, or the sale of all or a portion of their holdings in privately negotiated transactions to one or more purchasers.
The subscription for units was carried out in accordance with and in reliance on the "accredited investor" exemption in section 2.3 of National Instrument 45-106 - Prospectus and Registration Exemptions which has been adopted by the securities regulatory authorities in all Provinces of Canada and which exempts the issue of such securities from the registration and prospectus requirements of applicable securities law.
The issuance of this press release is not an admission that any entity named in this press release owns or controls any of the securities described in this press release or is a joint actor with any other entity named in this press release.
A copy of the early warning report in respect of this transaction has been filed with the applicable securities commissions and along with additional information about Assiniboia Farmland Limited Partnership can be found at www.sedar.com.
Forward Looking Information: This release contains forward-looking information within the meaning of applicable Canadian securities legislation, including statements respecting the completion of the offering, the date of closing and the use of offering proceeds. Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those expressed or implied by such forward-looking information. In addition, the forward-looking information contained in this release is based upon what management believes to be reasonable assumptions. Readers are cautioned not to place undue reliance on forward-looking information as it is inherently uncertain and no assurance can be given that the expectations reflected in such information will prove to be correct. The forward-looking information in this release is made as of the date hereof and, except as required under applicable securities legislation, the Partnership assumes no obligation to update or revise such information to reflect new events or circumstances.
The securities of the Partnership have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This release is issued for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
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