TORONTO, March 22, 2012 /CNW/ - Jovian Capital Corporation ("Jovian") (JOV: TSX) is pleased to announce that, further to the announcement of February 24, 2012, a Special Meeting of Shareholders will be held in Toronto at The Albany Club on April 16, 2012, at 2:00 p.m. to approve a reduction in Jovian's stated capital as a result of the proposed $4.00 per share cash distribution by way of a return of capital. Subject to receipt of all necessary regulatory and shareholder approvals, the proposed record date for the cash distribution is May 4, 2012 (the "Record Date"), and the payment of the cash distribution is proposed to occur on or about May 11, 2012. Full details are included in a Management Information Circular that has now been mailed to shareholders.
This special distribution is derived from proceeds realized from the sale by Jovian of MGI Financial Inc. on October 5, 2011, and the Horizons ETFs business on November 14, 2011.
As this distribution of $4.00 per share may exceed 25% of Jovian's stock price, pursuant to the rules of the Toronto Stock Exchange ("TSX"), the "ex-distribution" date (the date on which purchases of the security will no longer have an attaching right to the distribution) is expected to be May 14, 2012, the first trading day following the distribution payment date.
In addition, TSX is expected to apply its "Due Bill" trading procedures, pursuant to which trades of Jovian's common shares entered into before the May 14 ex-distribution date and settled after the May 4 Record Date (the "Due Bill Period") will have a Due Bill attached for the special cash distribution. This means that holders who purchase these securities during the Due Bill Period (even if the trades are to be settled after that Due Bill Period) are entitled to receive the special cash distribution, and sellers who sell the securities during the Due Bill Period are not entitled to the special cash distribution. Investors who enter into trades to purchase common shares on or after May 14, 2012, will not be entitled to the special cash distribution. Should the use of Due Bills not be required, Jovian's common shares would be expected to commence trading ex-distribution on or about May 2, 2012. Full details on Due Bills and Due Bill trading are included in Jovian's Management Information Circular.
Jovian also announces that its Board of Directors has determined that Jovian will complete the early repayment of the $15 million of secured bonds issued in July 2010 (the "Bonds"). These Bonds will be repaid in accordance with their terms at 103% of face value, together with accrued interest up to the date of repayment. These Bonds carry an 8% coupon, and would have otherwise matured on July 6, 2015. This early repayment is expected to be completed in or about mid-April 2012.
In addition, Jovian announces that, given the significant return of capital to shareholders, Jovian's Board of Directors has determined, in accordance with Jovian's Employee Stock Option Plan, that all currently unvested stock options shall immediately be vested and become fully exercisable in order to allow all holders of Jovian stock options the opportunity to exercise their options prior to the special distribution. Of the approximately 715,000 outstanding stock options, approximately 273,000 were previously unvested. The exercise prices of these options ranges from $6.55 per share to $16.00 per share.
About Jovian Capital Corporation
Jovian acquires, creates and grows financial services companies specializing in two primary market segments: wealth management and traditional asset managers. The Jovian group of companies (MGI Securities Inc., MGI Securities (USA) Inc., T.E. Wealth, Leon Frazer & Associates Inc., Hahn Investment Stewards & Company Inc., JovFinancial Solutions Inc. and JovPortfolio Management Inc.) manages approximately $6.3 billion of client assets ($4.9 billion in assets under management and $1.4 billion in assets under administration). Additional information is available at www.joviancapital.com and www.sedar.com.
For further information:
Don Sangster, Investor Relations, Jovian Capital Corporation, (416) 933-5744; or
Philip Armstrong, Chief Executive Officer, Jovian Capital Corporation, (416) 933-5752