ALL AMOUNTS ARE IN CDS$ UNLESS OTHERWISE STATED
MONTREAL, Jan. 27 /CNW Telbec/ - Pebercan Inc. (the "Corporation") ("PBC.H" on NEX) announces that it has filed a motion to seek from the Superior Court, district of Montréal, province of Québec, an order authorizing a first distribution to its shareholders of a maximum amount of approximately $76.5M, or $1.01 per diluted common share. There are currently 75,518,335 common shares outstanding, on a diluted basis. The motion is scheduled to be heard on January 29, 2010.
The Corporation also announces that pursuant to its plan of arrangement, it intends to cancel all of its common shares following the first distribution, and to voluntary delist from NEX. The Court-appointed monitor, Samson Bélair/Deloitte & Touche Inc., will then take over all of the powers and duties of the directors and shareholders of the Corporation in accordance with the order to be issued by the Court. The two principal senior officers of the Corporation will retain their corporate functions for some time with a view to assisting the monitor.
Pursuant to the plan of arrangement of the Corporation, the Court must authorize the amount of the first distribution. Accordingly, the Corporation will only be able to confirm the amount and timing of the first distribution once the Court has issued its order.
If the Court so authorizes, the first distribution will be effected through a reduction of the stated capital of the common shares. As a large portion of the assets of the Corporation are made of cash and cash-equivalent denominated in euros, and that their value in Canadian dollars vary in accordance with the exchange rate between the Canadian dollar and the euro, the specific amount of the reduction of the stated capital will be set using the exchange rate between the euro and the Canadian dollar effective on the business day preceding the payment of the first distribution. Payment of the first distribution will be made in Canadian dollars for the shareholders who are resident of Canada and in euros for all others.
In determining the maximum amount of the first distribution, the Corporation and the monitor have determined that cash reserves of approximately $13.7M be currently set aside to satisfy: (i) potential obligations owing to taxation authorities; (ii) all remaining costs to dissolution; (iii) potential claims derived from the current litigation involving the Corporation and a former officer; and (iv) potential creditor claims and other items including contingencies and unforeseen obligations.
Although the Corporation, the Court-appointed monitor and taxation authorities have together established the specific reserves for potential tax liabilities, the taxation authorities have not yet determined the specific amount of their claims and tax assessments may not be completed for several months. Based on information available to the Corporation, there are no material pass, present or future amounts owing to taxation authorities. However, there is no certainty that taxation authorities will not propose adjustments which, if not successfully opposed by the Corporation, may result in tax liabilities.
The amount of reserves for potential tax obligations will be secured in favor of the taxation authorities, but the Corporation will retain the benefit of investment income realized on such reserved funds.
There can be no certainty that the Corporation will be able to make further distributions. The timing and amount of future distributions by the Corporation is dependant on its ability to free up reserves as it settles or otherwise makes final determination of its liabilities.
One record date will be set for the first distribution; this date will be announced after the Court order has been made.
Forward-looking statements contained in this press release involve known and unknown risks, uncertainties or other factors that may cause actual amounts relating to the reduction in declared capital and payment of dividends expressed or implied by such forward-looking statements. We consider that these forward-looking statements are reasonable given the hypothesis on which they are based and which the Board of Directors of the Company reviewed and ascertained as being well founded. Pebercan disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Important additional information identifying risks and uncertainties is contained in the Company's most recent annual and interim reports and forms filed with the applicable Canadian securities regulatory authorities.
Pebercan is managed pursuant to a Plan of arrangement supervised by the Court in order to liquidate and dissolve the Company. The Pebercan shares are listed on the NEX under "PBC.H."
SOURCE PEBERCAN INC.
For further information: For further information: PEBERCAN Inc.: Christophe Ranger, email@example.com, (514) 286-5200, Fax: (514) 286-5177