TORONTO, June 23, 2022 (GLOBE NEWSWIRE) — On June 22, 2022, Starlight Capital Investments LP (“star capital“) issued a press release announcing that as of yesterday, Stone Investment Group Limited (“GIS“or the”society“) had not yet fulfilled the closing condition (the “Statement of assets under management“) to maintain a minimum of $630 million in assets under management (“AT M“) in its public UCITS (the “Stone funds“) and Managed Accounts, as required under the Arrangement Agreement dated April 7, 2022 between SIG, Starlight Capital, Stone-SIG Acquisition Limited, 13613429 Canada Inc. and 13909841 Canada Inc., as amended on May 6, 2022 (the “arrangement agreement“). Starlight Capital went on to state that if the assets under management condition is not satisfied by June 30, 2022, it does not currently intend to complete the transactions pursuant to the Arrangement Agreement. unless at least 10,500 of Stone’s outstanding 9.0% senior unsecured debentures (the “Debentures“) are irrevocably tendered no later than 5:00 p.m. on June 24, 2022 to the offer launched on November 29, 2021, as amended, by Stone-SIG Acquisition Limited for $800 per debenture (as amended on November 15, 21, 22 and December 27, 2021, and on January 28, March 31 and May 19, 2022, the “Stone offer“).
As the Company previously announced, Stone’s offer remains open for acceptance until June 30, 2022.
The Company wishes to clarify that the decline in assets under management is a function of the sharp decline in global financial markets in recent weeks and does not reflect the relative performance of Stone funds and managed accounts. Stone Asset Management Limited, portfolio manager of the Stone Funds and managed accounts, and all sub-advisors, remain confident that the investment portfolios are managed appropriately in the circumstances.
Richard Stone, President and Chief Executive Officer of the Company, said: “Everyone knows that global financial markets are going through a period of precipitous decline. When we signed the arrangement agreement on April 7, we comfortably exceeded the threshold for assets under management. It is unfortunate that the collapse in global markets began just weeks before the expected closing date. Given the delay in shareholder, court and regulator approvals, there was nothing we could do to expedite the transactions. Despite this challenge, the firm, its managers and sub-advisors remain steadfastly committed to the best interests of Stone Funds investors and our managed account clients. While circumstances are certainly less than ideal at this time, we remain optimistic that the transaction with Starlight Capital will be finalized and we continue to work on merging our operations. We are doing everything we can to make it happen. »
To demonstrate his own commitment to complete the transaction, Mr. Stone executed and delivered a Letter of Transmittal to tender into the Stone Offer the 728 Debentures beneficially owned by him, subject to acceptance upon closing of transactions under the Arrangement. OK. He added: “I strongly believe this is the right transaction for the company. I am ready to do what I can to bring it to fruition. »
In addition to Mr. Stone’s debentures, the Company has also received a firm commitment to deposit 336 other debentures on the same terms as Mr. Stone’s deposit. Management and the Board hope that other debentureholders, particularly large debentureholders, will support the transaction and follow Mr. Stone by tendering additional debentures to Stone’s offer.
About Stone Investment Group Limited
The Company is an independent wealth management company. The Company, through its wholly owned subsidiary, Stone Asset Management Limited, structures and manages high quality investment products for Canadian investors.
For more information:
Stone Investment Group Limited
Chief executive officer
416 867 2525
Disclaimer Regarding Forward-Looking Information
Certain information contained in this press release may contain forward-looking statements within the meaning of applicable securities laws. Use of any of the words “continue”, “plan”, “propose”, “would”, “should”, “believe”, “expect”, “position”, “anticipate”, “improve “, “improve” and similar expressions are intended to identify forward-looking statements. More specifically and without limitation, this document contains forward-looking statements regarding: the acquisition of the Company by Starlight Capital; the consummation of the transactions contemplated in the Arrangement Agreement, the Debentures, the Stone Offer, whether additional Debentures will be tendered to the Stone Offer, whether the assets under management condition will be satisfied under the Agreement Arrangement and whether Starlight Capital will complete the contemplated transactions under the Arrangement Agreement.
Forward-looking statements necessarily involve risks, including, without limitation, risks associated with the ability of the parties to the Arrangement Agreement to satisfy their closing conditions; general business, economic and social uncertainties; the Company’s ability to continue as a going concern; the ability of the Company to continue to realize its assets and to discharge its debts and commitments; the Company’s future liquidity position and access to capital to fund ongoing operations and obligations (including debt securities); the Company’s ability to stabilize its business and financial condition; the Company’s ability to successfully implement and achieve its business priorities; the Company’s ability to meet its contractual obligations, including, without limitation, its obligations under debt arrangements; the general regulatory environment in which the Company operates; the tax treatment of the Company and the significance of any legal and regulatory proceedings; general economic, financial, market and political conditions affecting the industry and markets in which the Company operates; the ability of the Company to maintain or increase its profitability, to finance its operations with existing capital and/or to raise additional capital to finance its operations; the Company’s ability to generate sufficient operating cash flow; the impact of competition; the Company’s ability to obtain and retain qualified personnel, equipment and services on a timely and efficient basis (particularly in light of the Company’s efforts to restructure its debts); and the ability of the Company to retain members of the senior management team, including, but not limited to, officers of the Company.
Events or circumstances may cause actual results to differ materially from those anticipated, due to the stated risk factors and other known and unknown risks, uncertainties and other factors, many of which are beyond SIG’s control. In addition, forward-looking statements or information are based on a number of factors and assumptions which were used to develop such statements and information but which may prove to be incorrect and which were used to develop such statements and information in order to provide stakeholders with a more comprehensive perspective on future GIS operations. This information may prove to be incorrect and readers are cautioned that the information may not be appropriate for other purposes. Although the Company believes that the expectations reflected in such forward-looking statements or information are reasonable, undue reliance should not be placed on any forward-looking statements as the Company cannot guarantee that such expectations will prove to be correct. In addition to other factors and assumptions that may be identified herein, assumptions have been made regarding, among other things: the impact of competition and the general stability of the economic and political environment in which SIG operates. Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions that have been used. Therefore, actual results may differ materially from those anticipated in the forward-looking statements. Further, the forward-looking statements contained herein are made as of the date hereof, and SIG undertakes no obligation to publicly update or revise any of the forward-looking statements included, whether as a result of new information, future events or otherwise. , except as required by applicable securities laws.
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