Alliance Grain Traders Income Fund completes transformational acquisition and
conversion from income trust to corporation
As a result of the Conversion, all of the outstanding units of the Fund ("Units") are now owned by AGTI, which was originally a wholly-owned subsidiary of the Fund incorporated for this purpose. All of the holders of outstanding Units have been issued common shares of AGTI ("Common Shares") on the basis of one Common Share for each Unit. AGTI also acquired all of the outstanding exchangeable shares of the Fund's operating subsidiary, Alliance Pulse Processors Inc. ("Alliance") in exchange for Common Shares on the basis of one Common Share for each exchangeable share. The outstanding incentive options of the Fund have been exchanged for options to acquire an equal number of Common Shares on the same terms as under the Fund's incentive options.
Pursuant to the Acquisition, AGTI acquired all of the outstanding shares of the Arbel Group for an aggregate purchase price of CDN$104,141,400, of which CDN$60,097,988 was paid in cash and CDN$44,043,412 was paid by the issuance of 2,850,448 Common Shares at a deemed price of CDN$15.4514 per Common Share. 10% of the purchase price (including both cash and shares) have been held back in escrow as security for any claims for indemnity which AGTI may make against the former principal shareholders of the Arbel Group Companies. All of the remaining Common Shares issued pursuant to the Acquisition have been placed in escrow for a period of two years, with 25% to be released every six months.
Pursuant to the Acquisition, Huseyin Arslan, a trustee of the Fund and the Executive Chairman of AGTI, acquired ownership of an additional 1,179,218 Common Shares, which, together which the Common Shares he received pursuant to the Conversion, results in him owning 2,334,796 Common Shares, being approximately 13.4% of the Common Shares outstanding immediately after the completion of the Conversion and the Acquisition. Pursuant to the Acquisition, Mahmut Arslan, a senior officer of the Arbel Group Companies, acquired ownership of an additional 1,311,858 Common Shares, which, together which the Common Shares he received pursuant to the Conversion, results in him owning 1,989,636 Common Shares, being approximately 11.7% of the Common Shares outstanding immediately after the completion of the Conversion and the Acquisition.
The Common Shares have been approved for listing on the
Genuity Capital Markets acted as sole financial advisor to the Fund with respect to the Acquisition, the Conversion and a review of strategic and financing alternatives available to the Fund.
About AGTI
AGTI will act as the holding company for the businesses formerly carried on by the Fund and the Arbel Group.
The Fund was an income trust which derives its income from the operations of its operating subsidiary, Alliance. Alliance, on its own and through its subsidiaries, is engaged in the business of sourcing and processing (cleaning, splitting, sorting and bagging) specialty crops, primarily for export markets. Alliance and its subsidiaries in
The Arbel Group has a 50-year operating history and has grown to become a leading processor of pulses and grains and a leading exporter of pulses and pasta in
Cautionary Statements
Certain statements in this press release are forward-looking statements. The reader is cautioned that assumptions used in the preparation of such information, although considered reasonable by the Fund at the time of preparation, may prove to be incorrect. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Fund (including its operating subsidiaries) to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such risks and uncertainties include, among others, the actual results of harvests, fluctuations in the price of lentils and other crops, failure of plant, equipment or processes to operate as anticipated, accidents or labour disputes, risks relating to the integration of acquisitions or to international operations, as well as those factors referred to in the section entitled "Risk Factors" in the Annual Information Form of the Fund dated
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
For further information: Murad Al-Katib, Chairman of the Board of Trustees, President and CEO, Alliance Grain Traders Inc., Tel: (306) 525-4490, Email: [email protected]
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