Exchange Bulletin
Acasta Enterprises Inc. (AEF.UN) To Trade On Toronto Stock Exchange
Acasta Enterprises Inc. (the “Company”) - An application has been granted for the original listing in the Industrial category of 40,250,000 Class A Restricted Voting Units (the “Class A Restricted Voting Units”), of which 35,000,000 Class A Restricted Voting Units will be issued and outstanding, and 5,250,000 Class A Restricted Voting Units will be reserved for issuance upon completion of an initial public offering (the “Offering”).
Listing of the Class A Restricted Voting Units will become effective at 5:01 p.m. on Wednesday, July 29, 2015, in anticipation of the offering closing on Thursday, July 30, 2015. The Class A Restricted Voting Units will be posted for trading at the opening on July 30, 2015.
Each Class A Restricted Voting Unit consists of one Class A Restricted Voting Share (the “Class A Restricted Voting Share”) and one-half of a share purchase warrant (the “Warrant”). The Class A Restricted Voting Units will separate into Class A Restricted Voting Shares and Warrants 40 days following the closing of the Offering (or the next trading day, if the 40th day is not a trading day). Upon the closing of a Qualifying Acquisition (as such term is defined below), each Class A Restricted Voting Share would, unless previously redeemed, be automatically converted into one Class B Share.
Each whole Warrant entitles the holder to purchase one Class A Share (and upon closing of a Qualifying Acquisition, each Warrant would represent the entitlement to purchase one Class B Share). The Warrants will become exercisable, at an exercise price of $11.50 per share, only commencing 30 days after the completion of the Qualifying Acquisition and will expire at 5:00 p.m. (Toronto time) on the day that is five years after the completion of the Qualifying Acquisition or may expire earlier if a qualifying acquisition does not occur within the Permitted Timeline or if the expiry date is accelerated.
Upon separation of the Class A Restricted Voting Units, the Class A Restricted Voting Shares and the Warrants will be listed on TSX. A further bulletin will be issued confirming the separation date of the Class A Restricted Voting Units and the trading information of the Class A Restricted Voting Shares and Warrants.
Registration of interest in, and transfer of, the Class A Restricted Voting Units held through CDS Clearing and Depository Services Inc. (“CDS”) or its nominee will be made electronically through the non-certificated inventory (NCI) system of CDS. Class A Restricted Voting Units registered in the name of CDS or its nominee will be deposited electronically with CDS on an NCI basis on the closing of the Offering. A purchaser of Class A Restricted Voting Units, subject to certain exceptions, will receive only a customer confirmation from the registered dealer through which the Class A Restricted Voting Units are purchased.
The Company is subject to the reporting requirements of Section 501 of the TSX Company Manual.
Additional information on the Class A Restricted Voting Units, the Class A Restricted Voting Shares, Class B Shares and the Warrants can be found in the Company’s final prospectus dated July 22, 2015 (the “Prospectus”), which is available at www.SEDAR.com. Capitalized terms not otherwise defined are as defined in the Prospectus.
| Stock Symbol: "AEF.UN" | CUSIP: 00434X 20 2 | Trading Currency: CDN$ |
| Temporary Market Maker: | Mackie Research Capital Corp. |
| Other Markets: | None |
| Head Office Address: | 150 Bloor Street West Suite 310 Toronto, ON M5S 2X9 |
| Telephone Number: | (416) 531-9497 |
| Fax Number: | (416) 531-1918 |
| Email Address: | richardjsmith259@gmail.com |
| Website Address: | www.acastacapital.com |
| Investor Relations: | Richard Smith (905) 799-7328 Email: richardjsmith259@gmail.com Alexander Singh (647) 725-6606 Email: alex.singh@acastacapital.com |
| Chief Financial Officer & Chief Operating Officer: | Richard Smith |
| Corporate Secretary: | Alexander Singh |
| Incorporation: | The Company was incorporated on June 19, 2015 under the Business Corporations Act (Ontario). |
| Fiscal Year End: | December 31 |
| Nature of Business: | The Company is a newly organized special purpose acquisition corporation incorporated under the laws of the Province of Ontario for the purpose of effecting an acquisition of one or more businesses or assets, by way of a merger, amalgamation, arrangement, share exchange, asset acquisition, share purchase, reorganization, or any other similar business combination involving the Company (the “Qualifying Acquisition”). The Company has not identified any Qualifying Acquisition target and has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any prospective Qualifying Acquisition target. While the Company is not limited to a particular industry or geographic region for purposes of completing its Qualifying Acquisition, it intends to focus its search for target businesses that operate in North America, with an estimated enterprise value of between $1 billion and $2 billion. |
| Transfer Agent & Registrar: | Equity Financial Trust Company at its principal offices in Toronto. |
| Distributions: | The Company does not anticipate making regular distributions on the Class A Restricted Voting Units. |
| Initial Public Offering: | Pursuant to the terms of the Prospectus, BMO Nesbitt Burns Inc., TD Securities Inc., Canaccord Genuity Corp., CIBC World Markets Inc., Scotia Capital Inc. and National Bank Financial Inc., as underwriters, are offering to the public 35,000,000 Class A Restricted Voting Units from treasury at a price of $10.00 per Class A Restricted Voting Unit. |
