TORONTO, May 30, 2012 /CNW/ - Spara Acquisition One Corp. (the "Corporation") (TSXV: SAO.P) announced today that SAO Special Finance Corp. ("Finco") has completed a private placement for aggregate proceeds of $1,968,865 (the "Offering"). Finco is a corporation that was established for the purpose of facilitating a private placement in connection with the Corporation's proposed acquisition of all of the issued and outstanding securities of STE (Clean Recycling and Energy) plc ("STE") which was previously announced on March 13, 2012 (the "Transaction").
The Offering closed on May 29, 2012 and involved the sale by Finco of 875,051 subscription receipts at $2.25 per subscription receipt. In connection with the closing of the Transaction, Finco is to be acquired by the Corporation and each subscription receipt is to be automatically exercised, without further payment, into one common share and one common share purchase warrant of Finco, which shares and warrants will be exchanged, on a one-for-one basis, into common shares and warrants of the Corporation. Each warrant of the Corporation ultimately received by subscribers will entitle the holder to acquire one additional common share of the Corporation at an exercise price of $3.00 per share, until the date that is twenty-four (24) months following closing of the Transaction, subject to adjustment in certain events. The warrants are subject to an accelerated expiry if the common shares of the Corporation trade at a volume weighted average price equal to or greater than $3.75 for twenty (20) consecutive trading days. The gross proceeds of the Offering have been deposited in escrow pending completion of the Transaction.
In connection with the Offering a group of agents (the "Agents") led by Cormark Securities Inc. and GMP Securities L.P. (collectively, the "Co-Lead Agents") are entitled to receive, subject to a selling concession and other adjustments, cash commissions equal to 6.0 % of the gross proceeds from the sale of the subscription receipts and agents' compensation warrants that, assuming completion of the Transaction, will entitle the holders to acquire such number of common shares of the Corporation as is equal to 6% of the number of subscription receipts sold pursuant to the Offering, subject to a selling concession and other adjustments, at an exercise price of $2.25 until the date that is twenty-four (24) months following closing of the Transaction. The Agents' commission has been deposited in escrow on closing of the Offering and will be released to the agents upon closing of the Transaction.
If certain conditions (including all conditions precedent to the Transaction having been met) are not satisfied prior to 5:00 p.m. (EST) on the earlier of: (i) August 10, 2012 or such other date as the Corporation, Finco, STE and the Co-Lead Agents (on behalf of the Agents) may agree in writing, and (ii) the date on which either the Corporation and/or STE terminates the Transaction prior to completion thereof, the gross proceeds of the Offering, plus accrued interest, shall be used by the Corporation to repurchase the subscription receipts for cancellation at a repayment price per subscription receipt equal to the offering price of $2.25 per subscription receipt, plus a pro rata share of any interest earned on the escrowed proceeds, less applicable withholding taxes, if any.
The closing of the Offering was one of the material pre-conditions for the Corporation and STE to move forward with the Transaction. The Corporation and STE are currently negotiating the terms of a definitive agreement relating to the Transaction and each has put certain matters relating to the Transaction before their shareholders for approval. The Transaction will be subject to regulatory approval, including the approval of the TSX Venture Exchange (the "TSXV") and other closing conditions.
Trading in the common shares of the Corporation is halted at present. It is unlikely that trading will resume until the Transaction is completed and approved by the TSXV. Further details about the proposed Transaction and the combined entity will be provided in a comprehensive press release when the parties enter into a definitive agreement and in the filing statement to be prepared and filed in respect of the Transaction.
About Spara Acquisition One Corp.
The Corporation is a Capital Pool Company listed on the TSX Venture Exchange (the "TSXV"). The Corporation has not commenced commercial operations and has no assets other than cash. The Transaction, if completed, will constitute the Corporation's "Qualifying Transaction", as defined in TSXV policies.
About STE (Clean Recycling and Energy) plc
STE is a Jersey, Channel Islands domiciled company, with a 100% owned UK based waste management business focused on recycling and green energy operating under the trade name Sterecycle®.
Further details about the proposed transaction and the combined entity will be provided in a comprehensive press release when the parties enter into a definitive agreement and in the filing statement to be prepared and filed in respect of the Transaction.
Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSXV has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
The Corporation will engage a sponsor in connection with the Transaction if required in accordance with the requirements of the TSXV.
This press release contains forward-looking statements and information based on current expectations. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Although such statements are based on management's reasonable assumptions, there can be no assurance that the Transaction will occur or that the escrow release conditions will be met or that, if the Transaction does occur, it will be completed on the terms described above. Several forward-looking statements are made as of the date hereof and we assume no responsibility to update or revise them to reflect new events or circumstances.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
For further information:
Spara Acquisition One Corp.
(613) 599-9600 ex 262