VANCOUVER, March 16 /CNW/ - Coopers Park Corporation (the "Corporation")
today announced that its Board of Directors (the "Board") has approved a
recommendation to its shareholders that they approve a stock consolidation of
voting shares (the "Voting Shares") and non-voting shares (the "Non-Voting
Shares") on the basis of one new Voting Share for each 50 old Voting Shares
and one new Non-Voting Share for each 50 old Non-Voting Shares. The
Corporation presently has issued and outstanding 33,877,884 Voting Shares and
3,205,658,126 Non-Voting Shares so that, following the consolidation, there
will be 677,558 Voting Shares and 64,113,163 Non-Voting Shares outstanding.
The proposal is to be presented to shareholders at the Annual and
Extraordinary Meeting of the Corporation to be held on April 12, 2007.
Upon a stock consolidation on the basis of 1:50 of the Voting Shares of
the Corporation, the "en-bloc" market value of each Voting and Non-Voting
Share at December 31, 2006 would be $1.52 per share. The "en bloc" market
value is based on the unaudited table of adjusted shareholders' equity
attached to this press release. The amount of the "en-bloc" market value of
each Voting and Non-Voting Share reflects the net market value of the assets
of the Corporation if the properties under development of the Corporation were
recorded at their net market value at December 31, 2006 and the Corporation
completed, on that date, the purchase of two development sites that the
Corporation has agreed to purchase. The market value of the Properties, as at
December 31, 2006, was determined by an appraisal (the "Appraisal"), dated
February 28, 2007, by Altus Helyer, a Division of Altus Group Limited. The
Appraisal is available for viewing at www.sedar.com.
The Corporation also announced that it has made a filing with the TSX
Venture Exchange ("TSX-V") with respect to the listing of its Voting Shares on
the TSX-V. Approval of the filing is conditional upon the fulfilment of a
number of conditions, including a condition that the initial trading price of
the Voting Shares be at least $0.15.
The Corporation makes no representation of the amounts at which the
Voting and Non-Voting Shares of the Corporation may trade. The "en bloc"
market value is based upon the Appraisal. The "en bloc" market value is not a
forecast or projection of future results. The actual value of the Voting and
Non-Voting Shares will vary from the en-bloc market value and such variation
may be material.
Coopers Park Corporation is in the business of the acquisition,
development and marketing of residential condominium properties and investment
in early stage information technology companies.
The TSX-V does not accept responsibility for the adequacy or accuracy of
Coopers Park Corporation
Adjusted Shareholders' Equity
At December 31, 2006(1)
Shareholders' equity at book value(2) $ 12,139,160
Appraisal increase(3) 93,231,877
Future income taxes(4) (7,096,000)
Adjusted shareholders' equity $ 98,275,037
Issued and outstanding capital stock
Voting common shares 33,877,884
Non-voting common shares 3,205,658,126
"En-bloc" value per share $ 0.03034
Issued and outstanding capital stock after 50:1
Voting common shares 677,557.68
Non-voting common shares 64,113,162.52
"En-bloc" value per share $ 1.51681
Coopers Park Corporation
Notes to Adjusted Shareholders' Equity
December 31, 2006
1. Adjusted shareholders' equity has been prepared to reflect the equity
of the Company on the basis that the Company completed the
acquisition of its two building sites on December 31, 2006 and
properties under development were recorded at their market value at
December 31, 2006. The adjusted shareholders' equity has been
prepared by adjusting the consolidated balance sheet of the Company
as at December 31, 2006.
Generally accepted accounting principles do not allow properties
under development to be written up to market value. Accordingly,
readers are cautioned that the adjusted shareholders' equity is not
presented in accordance with generally accepted accounting principles
(GAAP) or the Company's accounting policies as disclosed in Note 2 of
the Company's December 31, 2006 consolidated financial statements.
The adjusted shareholders' equity may not be indicative of the
financial position which may be obtained in the future. The adjusted
shareholders' equity is not a forecast or projection of future
results. The actual shareholders' equity of the Company for any
period following December 31, 2006 will vary from the amounts set
forth in the adjusted shareholders' equity and such variation may be
Adjusted shareholders' equity and "en-bloc" value per share are non-
GAAP measures and, as there is no generally accepted method of
calculating adjusted shareholders' equity or the "en-bloc value per
share. The measures as calculated by the Company might not be
comparable to similarly titled measures reported by other companies.
Management believes that these measures provide investors with an
indication of the basis for determining the value of the Company's
Adjusted shareholders' equity should not be considered by an investor
as an alternative to shareholders' equity as determined in accordance
with GAAP. "En-bloc" value per share should not be considered by
investors as the amount that the shares of the Company, when listed
on the TSX-V, will trade for and it is likely that the shares will
trade for a different amount. Such variation may be material.
2. The shareholders' equity at book value is the total shareholders'
equity at December 31, 2006 as reported in the consolidated financial
statements at that date.
3. Adjustment to restate properties under development to market value
based on the assumption that the Company purchases the two
development sites from Concord pacific Group Inc. for $61,368,600
less previously paid cash deposits of $12,500,000. It has been
assumed that the adjustment has no impact on current income taxes.
The market value of the properties under development as at December
31, 2006 as estimated by Altus Helyer, a Division of Altus Group
Limited, in an appraisal report (the "Appraisal Report") dated
February 28, 2006 addressed to the Company is $199,700,000. In the
Appraisal Report, Altus Helyer defined market value as "the most
probable price which a property should bring in a competitive and
open market under all conditions requisite to a fair sale, the buyer
and seller each acting prudently and knowledgeably, and assuming the
price is not affected by undue stimulus". In the Appraisal Report,
Altus Helyar stated that "the purpose of the report was to provide
the opinion of Altus Helyer of the retrospective market value of the
fee simple interest in the subject portfolio on an all cash basis at
December 31, 2006, taking into consideration: the status of the
construction of the towers, the timeline to complete the towers, the
contractual pre-sale commitments in place for purchase of the end
units and estimate revenues for the remaining unsold/uncommitted
units in each of the three towers". The estimate of market value is
subject to the assumptions, limitations and conditions contained in
the appraisal report. A copy of the Appraisal Report is available on
the Internet at www.sedar.com.
4. Adjustment for future income taxes related to the difference between
the adjusted accounting basis of properties under development at
December 31, 2006 and their tax basis. Future income taxes have been
calculated using the December 31, 2006 tax rate. The tax benefit as
at December 31, 2006 of the previously unrecognized future income tax
asset related to the Company's non-capital losses carried forward has
been recognized to offset future income tax liabilities related to
adjusting the carrying value of the Properties under development.
For further information:
For further information: Dennis Au-Yeung, Vice President, Chief
Financial Officer and Corporate Secretary, Telephone: (416) 813-1012