Certain Canso Investment Counsel Ltd. Accounts Acquire 8.5% of the Variable Voting Shares of Postmedia Network Canada Corp.

RICHMOND HILL, ON, Dec. 15, 2014 /CNW/ - Canso Investment Counsel Ltd. ("Canso") announced today that certain investment funds (the "Funds") and accounts (the "Accounts") over which it has control or direction have acquired an aggregate of 3,325,827 Class NC variable voting shares ("Variable Voting Shares") of Postmedia Network Canada Corp. (the "Issuer"), representing 8.47% of the outstanding Variable Voting Shares (as reported by the Issuer).  The Variable Voting Shares were acquired through the facilities of the Toronto Stock Exchange at the market price of such shares at the time of purchase. Subject to the restrictions in the Conversion Restriction Agreement described below, and, if the holder is not a Non-Canadian (as defined in the Issuer's constating documents), the Variable Voting Shares are convertible into 3,325,827 Class C voting shares of the Issuer ("Voting Shares"), representing 77.90% of the outstanding Voting Shares (as reported by the Issuer) on a partially diluted basis taking into account only the outstanding Voting Shares as at December 12, 2014 and the Variable Voting Shares over which Canso exercises control or direction and no others.  As described in further detail in the early warning report filed by Canso on SEDAR, certain Funds individually own more than 10% of the Voting Shares on a partially diluted basis.  

In connection with the transactions described above, Canso has entered into a conversion restriction agreement (the "Conversion Restriction Agreement") with the Issuer pursuant to which it has agreed that it and its affiliates and any accounts over which it or its affiliates exercise control or direction and any persons acting jointly or in concert with Canso or its affiliates will not convert any of the Variable Voting Shares beneficially owned by them or over which they exercise control or direction, into Voting Shares, where the Voting Shares acquired upon such conversion, together with the Voting Shares beneficially owned by them or over which they exercise control or direction, represent in the aggregate 20% or more of the outstanding Voting Shares on a post-conversion basis, subject to certain exceptions described in the early warning report.

The Funds and/or Accounts currently hold the above securities for investment purposes only and not for the purpose of influencing control or direction of the Issuer. In the ordinary course of business, Canso conducts analysis of securities in which it may invest on behalf of the Funds and/or Accounts. Based on that analysis, it makes buy and sell decisions on a continuous basis on behalf of such Fund and/or Accounts. Accordingly, depending upon the circumstances and subject to the Conversion Restriction Agreement described below, Canso may, on behalf of the Funds and/or Accounts, acquire additional securities or related financial instruments of the Issuer or dispose of securities or related financial instruments of the Issuer previously acquired.

The issuance of this press release is not an admission that any entity named in this press release owns or controls any described securities or is a joint actor with another named entity.

A copy of the early warning report in respect of the transactions describe above is available on SEDAR at www.sedar.com. 

SOURCE: Canso Investment Counsel Ltd.

or for a copy of the early warning report, please contact: Canso Investment Counsel Ltd., 100 York Boulevard, Suite 550, Richmond Hill, Ontario, Canada L4B 1J8, Attention: Heather Mason-Wood, Vice President, Telephone: [phone]