TORONTO, Nov. 14, 2018 /CNW/ - On November 13, 2018, MJardin Group, Inc. (the "Issuer") (formerly Sumtra Diversified Inc.), located at 1 Toronto Street, Suite 801, Toronto, ON M5C 2V6, announced the completion of its previously announced business combination (the "Business Combination") involving Sumtra Diversified (USA) Inc. ("Subco"), a former directly owned subsidiary of the Issuer, and MJAR Holdings Corp. ("MJAR Corp."), as both companies existed prior to their merger pursuant to the Business Combination.
In connection with the Business Combination, Rishi Gautam, Executive Chairman of the Issuer (the "Acquiror") acquired beneficial ownership or control or direction over 1,140,418.099 securities of the Issuer, comprised of:
- 1,136,590 common shares in the capital of the Issuer (the "Common Shares"), representing approximately 3.19% of the issued and outstanding Common Shares; and
- 3,828.099 proportionate voting shares in the capital of the Issuer (the "Proportionate Voting Shares"), representing 35.27% of the issued and outstanding Proportionate Voting Shares, representing collectively with the Common Shares, approximately 10.68% of the voting power attached to the outstanding shares of the Issuer on a non-diluted basis and 12.56% on a partially diluted basis.
The Acquiror beneficially owns or controls 1,114,605 Common Shares through 3319891 Nova Scotia Company; 21,985 Common Shares through Platform 8, LLC; 996.288 Proportionate Voting Shares through River Cities Investment Group, LLC; 60 Proportionate Voting Shares through River Cities Investment Group GP, LLC; 875 Proportionate Voting Shares through MJardin Investment 2017, LLC; and 1,896.811 Proportionate Voting Shares through MJAR CompCo, LLC.
A Proportionate Voting Share is convertible at any time at the option of the holder thereof into 1,000 Common Shares subject to certain restrictions as described in the articles of amendment of the Issuer dated November 13, 2018.
The Common Shares and Proportionate Voting Shares were acquired as part of the transactions effected by the Issuer in connection with the Business Combination. Pursuant to such transactions, among other things: (i) MJAR Corp. merged with Subco, with MJAR Corp. continuing as the post-amalgamated entity; (ii) each issued and outstanding common share issued in the capital of MJAR Corp. (an "MJAR Corp. Share") was automatically converted into Common Shares or Proportionate Voting Shares (on a 1000:1 basis); and (iii) as consideration for the issuance of Common Shares and Proportionate Voting Shares, MJAR Corp. issued to the Issuer one Common Share for each MJAR Corp. Share converted into either a Common Shares or a Proportionate Voting Share.
The Acquiror acquired the securities described above for investment purposes, and may acquire further securities of the Issuer, or dispose of its holdings of securities of the Issuer, both as investment conditions warrant. The Issuer is listed on the Canadian Securities Exchange under symbol "MJAR".
This press release is issued pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issuers, which requires a report to be filed on SEDAR (www.sedar.com) containing additional information with respect to the foregoing matters.
SOURCE MJardin Group, Inc.
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