OLD PSG WIND-DOWN LTD. PROVIDES UPDATE ON FINAL DISTRIBUTION IN CONNECTION WITH DISSOLUTION
VANCOUVER, BC, April 1, 2024 /CNW/ - Old PSG Wind-down Ltd. (formerly, Performance Sports Group Ltd.) (the "Company") announces, following receipt of the final tax clearance certificate from the Canada Revenue Agency, that the Company will make its final cash distribution on April 3, 2024 (the "PaymentDate") or at any such time as the board of directors of the Company (the "Board") may decide, to eligible recipients as of the record date of March 18, 2024 (the "Record Date") in connection with the voluntary dissolution of the Company as approved by holders (the "Shareholders") of common shares in the capital of the Company (each, a "CommonShare") at a special meeting of Shareholders held on March 15, 2023 (the "Dissolution").
On the Payment Date, the Company expects to make final cash distributions to: (i) the Shareholders in the amount of US$0.10795081 per Common Share, based on 27,496,539 issued and outstanding Common Shares ; (ii) the former Shareholders, holders of restricted share units ("RSUs") and deferred share units ("DSUs") who previously elected to exchange their Common Shares, RSUs or DSUs for beneficial trust units of a trust created pursuant to the Company's reorganization proceedings (each, a "Beneficial Trust Unit") in the amount of US$0.10795081 per Beneficial Trust Unit, based on 18,427,090 Beneficial Trust Units issued and outstanding ; and (iii) the holders of RSUs, DSUs and cancelled Common Shares that did not make such election, in the amount US$0.10795081 per RSU, DSU or cancelled Common Share based on 521,064 RSUs, DSUs and cancelled Common Shares in the aggregate issued and outstanding (collectively, the "FinalDistribution").
The Final Distribution to the Shareholders is expected to be treated as a tax-free return of capital for Canadian federal income tax purposes, subject to the assumptions and qualifications set out in the management information circular dated February 8, 2023 (the "Circular"). Recipients of the Final Distribution with questions regarding the tax treatment of the Final Distribution should consult their own tax advisors about the implications of the Final Distribution in light of their particular circumstances or refer to the section entitled "Certain Canadian Federal Income Tax Considerations" in the Circular.
Following payment of the Final Distribution, the Company will proceed with the Dissolution in accordance with the Business Corporations Act (British Columbia) at the discretion of the Board and as more particularly described in the Circular.
For further information on the background of the Dissolution and the Final Distribution, please review the Circular available on the Company's SEDAR+ profile at www.sedarplus.ca .
This news release includes "forward-looking information and statements" within the meaning of securities laws. Such statements relate to the Company's or management's objectives, projections, estimates, expectations, or predictions of the future and can be identified by words such as "plans", "assumes", "will", "anticipate", "expects" and "may" or variations of such words. These statements are based on certain assumptions and analyses by the Company that reflect its experience and understanding of future developments. Such forward-looking information and statements include, but are not limited to, the Payment Date and the Record Date which may be subject to change at the discretion of the Board, the amount of the Final Distribution per Common Share, RSU, DSU, Beneficial Trust Unit and cancelled Common Shares being US$0.10795081 including that it may be subject to adjustment in accordance with the Company's reorganization plan, the timing of the Dissolution and the expectation that the Final Distribution to the Shareholders will be treated as a tax-free return of capital and not as a deemed dividend for Canadian federal income tax purposes, subject to qualifications set out in the Circular. In respect of the forward-looking information and statements, the Company has made certain assumptions that management believes are reasonable at this time. The assumptions include the Company has adequate cash reserves to make the Final Distribution as contemplated to holders of Common Shares, RSUs, DSUs, cancelled Common Shares and Beneficial Trust Units and that the Canadian Revenue Agency will treat the Final Distribution as a tax-free return of capital. Such statements are subject to a number of risks and uncertainties which are beyond the Company's control and, therefore, may cause actual actions or results to differ from those expressed or implied herein. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
For additional information on forward looking information related to the Final Distribution and Dissolution, please consult disclaimer under the heading "Forward-looking Statements" in the Circular. For additional information regarding the assumptions and risks underlying the Final Distribution and Dissolution, please consult the risk factors described under the heading "Risk Factors" in the Circular. The Circular is available on SEDAR+ at www.sedarplus.ca.
SOURCE Old PSG Wind-down Ltd.
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