TORONTO, Nov. 3, 2023 /CNW/ – Standard Mercantile Acquisition Corp. (TSX: SMA) (the “Company“) announced today that it has completed the sale of its final mortgage interest in accordance with the terms of the Wind-up Plan (as defined below) and filed an application for a voluntary delisting of its class A shares (the “Shares“) from the Toronto Stock Exchange (“TSX“).
Sale Transaction
The Company sold its final remaining mortgage interest (the “Company’s Interest“) relating to a residential property located in Ottawa, Ontario to a third party purchaser, Lynx Equity Limited (“Purchaser“), for net proceeds of $2,125,772 (the “Sale Transaction“) pursuant to the terms of a transfer and assignment agreement dated November 3, 2023. The Sale Transaction was completed in accordance with the winding-up (the “Wind-up Plan“) of the Company’s business as approved by shareholders (“Shareholders“) of the Company at the annual and special meeting of Shareholders held on June 16, 2016.
Delisting from TSX
The Company is not expected to engage in any active or ongoing business following the completion of the Sale Transaction. As a result, the Company has filed a voluntary delisting application with TSX on the basis that Shareholders have a near term liquidity event for which all material conditions have been satisfied and the likelihood of non-completion is remote. As such, Shareholder approval is not required and the Shares will be delisted on November 13, 2023 at the close of trading (the “Delisting“). Following the Delisting, the Company intends to take steps to dissolve under the provisions of the Canada Business Corporations Act after satisfying its remaining liabilities and distributing its remaining assets to Shareholders.
Special Distribution
In connection with closing of the Sale Transaction, the Company’s board of directors (the “Board“) intends to distribute (the “Initial Distribution“) the majority of net proceeds from the Sale Transaction to Shareholders following the Delisting, with the balance of such proceeds to be reserved (the “Cash Reserve“) for the final wind-up costs of the Company as determined by the Board and its advisors. The details relating to the Initial Distribution, including the distribution amount per Share, the record date and payment date, will be announced by the Company following the Delisting. In order to be entitled to the Initial Distribution, Shareholders will be required to maintain ownership of their Shares following Delisting and up until the record date (the “Record Date“) set by the Company.
Shareholders as of the Record Date may also be entitled to a potential final distribution (the “Final Distribution“, together with the Initial Distribution, the “Distributions) of any proceeds remaining from the Cash Reserve as approved by the Board. There can be no certainty that the Company will have sufficient funds to pay any distributions following the Initial Distribution nor as to the timing and quantum of the Final Distribution, if any.
About the Company
The Company previously held a portfolio of mortgages in Canada and is currently in the process of winding up its business in accordance with the Wind-up Plan. At the Company’s 2021 annual and special meeting of shareholders, the Company sought and received shareholder approval to change its name to “Standard Mercantile Acquisition Corp.”, among other amendments to the articles of the Company.
Forward-Looking Statements
Statements in this press release contain forward-looking information. Such forward-looking information may be identified by words such as “anticipates”, “plans”, “proposes”, “estimates”, “intends”, “expects”, “believes”, “may” and “will”. The forward-looking statements are founded on the basis of expectations and assumptions made by the Company and necessarily involve known and unknown risks and uncertainties, many of which are beyond the Company’s control. Such risk factors include, but are not limited to: risks related to the Company’s strategy going forward, and the timing and quantum of the Initial Distribution and Final Distribution, if any. When relying on forward-looking statements to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Readers are cautioned that the foregoing list of factors is not exhaustive.
Details of additional risk factors relating to the Company and its business are discussed under the heading “Business Risks and Uncertainties” in the Company’s annual Management’s Discussion & Analysis for the year ended December 31, 2022 and under the heading “Risk Factors” in the Company’s Annual Information Form dated March 24, 2023, copies of which are available on the Company’s SEDAR+ profile at www.sedarplus.com. Most of these factors are outside the control of the Company. Investors are cautioned not to put undue reliance on forward-looking information. These statements speak only as of the date of this press release. Except as otherwise required by applicable securities statutes or regulation, the Company expressly disclaims any intent or obligation to update publicly forward-looking information, whether as a result of new information, future events or otherwise.
SOURCE Standard Mercantile Acquisition Corp.
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