TORONTO, June 11, 2013 /CNW/ - Midland Resources Holding Limited ("Midland") announced today that it has acquired pursuant to a private agreement 6,118,703 common shares of Holloway Lodging Corporation ("Holloway") (TSX: HLC) at an average price of $3.525 per share, representing approximately 34.1% of the issued and outstanding common shares of Holloway. After giving effect to this purchase, Midland now owns an aggregate of 6,231,194 common shares, representing approximately 34.7% of the issued and outstanding Holloway common shares. Midland is holding the shares referred to above on behalf of 2119895 Ontario Limited. Midland and 2119895 Ontario Limited are beneficially owned by Mr. Alex Shnaider and his family.
Additionally, Mr. Neil Labatte, who is acting jointly or in concert (within the meaning of applicable Canadian securities legislation) with Midland, acquired pursuant to a private agreement 113,485 common shares of Holloway at an average price of $3.525 per share, representing approximately 0.6% of the issued and outstanding common shares of Holloway.
As a result these acquisitions, Midland and Mr. Labatte, together, currently own 6,344,679 common shares of Holloway, representing approximately 35.4% of the issued and outstanding common shares of Holloway.
Each of Midland and Mr. Labatte acquired the common shares of Holloway for investment purposes and may, from time to time on an individual or joint basis, acquire additional securities of Holloway, dispose of some or all of the existing or additional securities it holds or will hold, or may continue to hold its current position. Subject to applicable law, Midland and/or Mr. Labatte may from time to time have discussions with other securityholders of Holloway and its board of directors and management regarding Holloway, its prospects and potential means for enhancing shareholder value, including without limitation, with respect to potential changes in the business, assets, strategy or board composition of Holloway. Midland and/or Mr. Labatte may also from time to time initiate or participate in such other actions as it considers necessary to seek to enhance shareholder value at Holloway, including without limitation, actions intended to cause changes to the business, assets, strategy or board composition of Holloway.
In purchasing the Holloway common shares acquired earlier today and referred to above, each of Midland and Mr. Labatte relied on the private agreement exemption from the formal take-over bid rules set out in section 100.1(1) of the Securities Act (Ontario). They were entitled to rely on this exemption because (i) the purchase of the Holloway common shares was not made from more than five persons, (ii) the offer to purchase was not made generally to all holders of Holloway's common shares, and (iii) the value of the consideration paid for the Holloway common shares, including brokerage fees or commissions, was not greater than 115% of the market price of Holloway's common shares on the Toronto Stock Exchange, as determined in accordance with section 1.3 of OSC Rule 62-504 ― Take-Over Bids and Issuer Bids.
SOURCE: Midland Resources Holding Limited
For further information:
Further information (including a copy of the report to be filed with Canadian securities regulators in connection with this transaction) can be obtained by contacting Neil Labatte at (647) 428-7073.