TORONTO, Dec. 17, 2013 /CNW/ - SWEF TERRAWINDS RESOURCES CORP. ("SWEF Terrawinds") today announced that it has completed its previously announced redemption of its non-voting common shares (each a "Share") and made its final cash distribution of $8,496,492 to SWEF Terrawinds investors ("Investors"), representing $1.10 in cash for each Share held by them. SWEF Terrawinds has paid the final aggregate cash distribution to Investors' stock brokers who will in turn place the money in Investors' brokerage accounts that hold the Shares and provide Investors with the required tax reporting information required by Investors to complete their tax returns in respect of the redemption.
In accordance with the terms governing the Shares, the final cash distribution amount per Share is equal to: (A) the total amount of cash or cash equivalents standing to the credit of SWEF Terrawinds, less (i) the amount required to redeem the outstanding preferred shares in the capital of SWEF Terrawinds (being $100 in aggregate); and (ii) an amount equal to the existing and contingent liabilities determined by the directors of SWEF Terrawinds in good faith; divided by (B) the total number of outstanding Shares. The final aggregate cash distribution of $8,496,492, or of $1.10 per Share, represents a total of $9,493,951 in cash and cash equivalents as shown on SWEF Terrawinds' audited financial statements for the nine months ended September 30, 2013, less an aggregate of $997,459 on account of cash expenses related to the wind up of SWEF Terrawinds and SWEF GP Inc., incurred since September 30, 2013 (or to be incurred) and a cash reserve retained by SWEF Terrawinds as permitted under the terms of the Shares to account for its existing and contingent liabilities.
The redemption of the Shares was part of a wind-up plan of SWEF Terrawinds and related entities previously approved by Investors in 2007. All of the Shares were cancelled upon redemption. SWEF Terrawinds intends to dissolve prior to the end of 2013 and cease to be a reporting issuer under applicable Canadian securities laws.
The Canadian federal income tax consequences generally applicable to an Investor on the redemption and cancellation of their Shares is disclosed in the Information Circular of SWEF Terrawinds dated November 29, 2007, which was prepared in connection with the special meeting of Investors held on December 28, 2007 (the "Circular"). A copy of the Circular and other information pertaining to SWEF Terrawinds and its predecessors is available at www.sedar.com and on SWEF Terrawinds' website at www.sweflp.com.
The summary in the Circular and in this paragraph is of a general nature only and is not intended to constitute tax or legal advice to any particular Investor. Accordingly, Investors are urged to consult their own tax advisors concerning the tax consequences to them of the redemption for cancellation of their Shares and the proper tax reporting based on their own particular circumstances. An Investor will generally realize a capital gain as a result of the redemption and cancellation of their Shares equal to the difference between the amount of the payment and the adjusted cost base of the Investor's Shares at the time of cancellation. The adjusted cost base to an Investor of a Share should be equal to the fair market value of such Share at the time it was distributed to the Investor. Investors received the Shares in 2008 as part of a reorganization that resulted in the repurchase for cancellation of the units of SWEF Terrawinds' predecessor, SWEF LP. As disclosed in the March 26, 2009 letter from SWEF LP to Investors regarding the repurchase of the units, SWEF LP's general partner, SWEF GP Inc., determined that each Share distributed to Investors had a nominal fair market value of $0.01. Based on this value, an Investor should realize a capital gain on the purchase for cancellation of each Share equal to $1.09 (i.e., $1.10 - $0.01).
Forward Looking Statements
This press release contains forward looking information within the meaning of applicable securities laws, including forward looking information relating to the expected timing of the dissolution of SWEF Terrawinds and SWEF Terrawinds ceasing to be a reporting issuer under applicable Canadian securities laws. All forward looking statements are inherently uncertain and actual results may differ materially from the assumptions, estimates or expectations reflected or contained in the forward looking statements. We consider the assumptions on which these forward looking statements are based to be reasonable, but caution the reader that these assumptions regarding future events, many of which are beyond our control, may ultimately prove to be incorrect. These forward looking statements involve a number of risks, uncertainties and assumptions, including the risk of future tax assessments, litigation or other unanticipated expenses.
SWEF Terrawinds disclaims any intention or obligation to update or revise any forward looking statements whether as a result of new information, future events or otherwise, except as required by law. These risks may cause the actual results, performance or achievements of SWEF Terrawinds to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements. These cautionary statements expressly qualify all forward looking statements attributable to SWEF Terrawinds.
SOURCE: SWEF TERRAWINDS RESOURCES CORP.
For further information:
Please contact Judson Martin, Chairman of SWEF Terrawinds, by email at [email protected] or by facsimile at 416-352-5728. Additional information concerning SWEF Terrawinds is available at www.sweflp.com.