TORONTO, March 20, 2014 /CNW/ - Counsel Corporation ("Counsel" or the "Company") (TSX: CXS), a financial services company, is pleased to announce that its board of directors has declared a special dividend-in-kind (the "Special Dividend") to shareholders of Counsel of the Company's entire holding of 20,644,481 common shares (the "Heritage Shares") in Heritage Global Inc. ("Heritage Global") (OTCQB: HGBL), a leader in tangible and intangible asset valuations and transactions.
The Special Dividend will be paid on or about April 30, 2014 to shareholders of record as at April 1, 2014 (the "Record Date"). Each holder of the Company's common shares on the Record Date ("Shareholders") will receive that number of Heritage Shares equal to the fraction of 20,644,481 divided by the total issued and outstanding common shares of the Company on the Record Date for each one of the Company's common shares held, which is expected to be approximately 0.2084 of a Heritage Global share. Shareholders will not receive fractional shares. The dividend will be taxable and non-residents of Canada will be subject to Canadian withholding taxes. In addition, the Heritage Shares will not be a "qualified investment" for a registered retirement savings plan, registered retirement income fund, tax-free savings account, deferred profit sharing plan, registered education savings plan or registered disability savings plan (each, a "Registered Plan") for the purposes of the Income Tax Act (Canada). Holders of Counsel's common shares that hold such shares in a Registered Plan are urged to consult with their tax advisor immediately regarding the consequences to them of the Special Dividend of Heritage Shares, whether they should remove their common shares of Counsel or the Heritage Shares distributed to them from their Registered Plan and whether a refund or waiver of any applicable penalty tax may be available and the timeline for the availability of such refund.
In order to effect the Special Dividend, Heritage Global has filed, and received a receipt for, a prospectus (the "Prospectus") qualifying the Heritage Shares for distribution in all of the provinces of Canada. The Prospectus is available online at www.sedar.com. Holders of Counsel's common shares entitled to receive the Special Dividend will receive a letter no less than seven days prior to the payment date of the Special Dividend providing more information, including instructions on how a printed copy of the Prospectus may be obtained.
In the first quarter of 2013, Counsel's Board of Directors approved of a plan to dispose of the Company's non-core operating business segments. The decision reflects the Company's strategy to focus on its financial services business. The disposition plan included the Company's shares of Heritage Global.
Counsel owns approximately 73.3% of the outstanding common shares of Heritage Global. Following the completion of the Special Dividend, Counsel will not hold any Heritage Global shares.
About Counsel Corporation (www.counselcorp.com)
Counsel Corporation (TSX: CXS) is a financial services company operating in residential mortgage lending through its wholly owned subsidiary Street Capital Financial Corporation, one of the largest non-bank mortgage lenders in Canada.
The statements made in this release that are not historical facts contain forward-looking information that involves risks and uncertainties. All statements, other than statements of historical facts, which address Counsel Corporation's expectations, should be considered as forward-looking statements. Such statements are based on knowledge of the environment in which Counsel Corporation currently operates, but because of the factors listed herein, as well as other factors beyond Counsel Corporation's control, actual results may differ materially from the expectations expressed in the forward-looking statements. Important factors that may cause actual results to differ from anticipated results include, but are not limited to, obtaining necessary approvals and other risks detailed from time to time in the Company's securities and other regulatory filings.
SOURCE: Counsel Corporation
For further information:
EVP, Secretary & CFO
Tel: (416) 866-3058
The Equicom Group
Tel: (416) 815-0700 ext. 258