Automotive Finco Corp. Announces Launch of Substantial Issuer Bid and Comments on Trading Halt and Notice from TSXV regarding Listing Requirements
Not for distribution to United States newswire services or for dissemination in the United States. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United StatesTORONTO, Feb. 16, 2021 (GLOBE NEWSWIRE) — Automotive Finco Corp. (TSX-V: AFCC) (“AFCC” or the “Company”) is announcing that, further to its press release of January 8, 2021, it has formally commenced its previously announced substantial issuer bid pursuant to which AFCC is offering to repurchase for cancellation up to $12,375,000 in value of its outstanding common shares (the “Shares”) from shareholders for cash (the “Offer”).
The formal offer to purchase, issuer bid circular and other related documents (the “Offer Documents”) containing the terms and conditions of the Offer and instructions for tendering Shares are being mailed to shareholders and were filed on SEDAR on January 11, 2021 under the Company’s profile at www.sedar.com. Further information concerning the terms and conditions of the Offer is contained in the Offer Documents. The Offer expires at 5:00 p.m. (Toronto time) on March 18, 2021, unless withdrawn or extended by the Company in accordance with applicable securities laws.On February 8, 2021, trading in AFCC’s shares was halted on the TSX Venture Exchange (the “TSXV”). As part of the TSXV’s correspondence with AFCC, the TSXV has indicated that AFCC has potential Tier 2 Continued Listing Requirements deficiencies relating to the requirements for assets and operations and activity for an issuer classified as a Tier 2 investment issuer. In accordance with the policies of the TSXV, the TSXV previously placed AFCC on notice with a 90 day deadline to transfer to NEX of April 8, 2021 by which date AFCC is to submit documentation evidencing that it meets the Tier 2 Continued Listing Requirements and has resolved all deficiencies. The Company anticipates that it will be able to satisfy the deficiencies by such deadline, however, if it is unable to do so, the TSXV may proceed to transfer AFCC’s listing to the NEX board without further notice. The halt was implemented pending contact by AFCC with the TSXV in connection with the foregoing. AFCC has also updated the contact details for management on its SEDAR profile. AFCC has received approval from the TSXV to lift the halt on its shares. Trading will resume effective February 19, 2021.This press release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell Shares. The solicitation and the offer to buy Shares are only being made pursuant to the Offer Documents. None of the Company, its board of directors, Computershare Investor Services Inc., the depositary for the Offer, or Kingsdale Advisors, information agent for the Offer, makes any recommendation to shareholders as to whether to deposit or refrain from depositing any or all of such shareholders’ Shares to the Offer. Shareholders are strongly urged to consult their own financial, tax, legal, and other professional advisors, and to make their own decision whether to tender or refrain from tendering their Shares to the Offer and, if so, how many Shares to tender.Any questions regarding the Offer can be directed to Kingsdale Advisors, the information agent for the Offer, by telephone at 1-888-518-6554 (toll free in North America), or 416-867-2272 (collect calls outside North America), or by email at contactus@kingsdaleadvisors.com.About Automotive Finco Corp.Automotive Finco Corp is a finance company focused exclusively on the auto retail sector. Through its investment in Automotive Finance LP, the Company has exposure to a business providing long term, debt based acquisition financing to auto dealerships across the globe, with an initial focus on Canada. In addition to its interest in Automotive Finance LP, AFCC may also pursue other direct investments and financing opportunities across the auto retail sector.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 please refer to the Company’s website at www.autofincocorp.com or contact Shannon Penney, Chief Financial Officer, at shannon.penney@rogers.com or (905) 619-4996.This news release contains forward-looking information and forward-looking statements within the meaning of applicable securities laws. All statements, other than statements of historical fact, constitute forward-looking statements or forward-looking information. Such forward-looking information and statements are frequently identified by words such as “may”, “will”, “should”, “anticipate”, “plan”, “expect”, “believe”, “estimate”, “intend” and similar terminology, and reflect assumptions, estimates, opinions and analysis made by management in light of its experience, current conditions, expectations of future developments and other factors which it believes to be reasonable and relevant. In particular and without limitation, this news release contains forward-looking statements relating to: the timing, completion and other terms of the Offer; the timing for the lifting of the halt on AFCC’s shares; and the potential transfer of AFCC’s listing to the NEX board.Forward-looking information and statements involve known and unknown risks and uncertainties that may cause actual results, performance and achievements to differ materially from those expressed or implied by the forward-looking information and statements and, accordingly, undue reliance should not be placed thereon. Such risks and uncertainties include, but are not limited to: the Offer not occurring as expected or the size and timing of the Offer; the failure of any condition to the Offer to be met; AFCC’s inability to finance the Offer in the manner it intends; the extent to which shareholders elect to tender their Shares under the Offer; AFCC having sufficient financial resources and working capital following completion of the Offer (including to fund currently anticipated financial obligations and pursue desirable business opportunities); potential risks and uncertainties relating to the spread of the novel coronavirus (“COVID-19”); the severity of the disease; the duration of the COVID-19 outbreak; actions that may be taken by governmental authorities to contain the COVID-19 outbreak or to treat its impact; the potential negative impacts of COVID-19 on the global economy and financial markets and any resulting impact on the satisfaction of the conditions of the Offer such that AFCC may not be required to purchase the Shares and/or may terminate the Offer.Although the forward-looking statements contained in this press release are based upon assumptions which management believes to be reasonable, AFCC cannot assure investors that actual results will be consistent with these forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements included in this press release, as there can be no assurance that the plans, intentions or expectations upon which the forward-looking statements are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur. Certain of these risks, uncertainties and assumptions, and the factors may impact them, can be found in the Company’s disclosure documents on the SEDAR website at www.sedar.com. These forward-looking statements are made as of the date of this press release and AFCC disclaims any intent or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws. The forward-looking statements contained in this press release are expressly qualified by this cautionary statement.
The formal offer to purchase, issuer bid circular and other related documents (the “Offer Documents”) containing the terms and conditions of the Offer and instructions for tendering Shares are being mailed to shareholders and were filed on SEDAR on January 11, 2021 under the Company’s profile at www.sedar.com. Further information concerning the terms and conditions of the Offer is contained in the Offer Documents. The Offer expires at 5:00 p.m. (Toronto time) on March 18, 2021, unless withdrawn or extended by the Company in accordance with applicable securities laws.On February 8, 2021, trading in AFCC’s shares was halted on the TSX Venture Exchange (the “TSXV”). As part of the TSXV’s correspondence with AFCC, the TSXV has indicated that AFCC has potential Tier 2 Continued Listing Requirements deficiencies relating to the requirements for assets and operations and activity for an issuer classified as a Tier 2 investment issuer. In accordance with the policies of the TSXV, the TSXV previously placed AFCC on notice with a 90 day deadline to transfer to NEX of April 8, 2021 by which date AFCC is to submit documentation evidencing that it meets the Tier 2 Continued Listing Requirements and has resolved all deficiencies. The Company anticipates that it will be able to satisfy the deficiencies by such deadline, however, if it is unable to do so, the TSXV may proceed to transfer AFCC’s listing to the NEX board without further notice. The halt was implemented pending contact by AFCC with the TSXV in connection with the foregoing. AFCC has also updated the contact details for management on its SEDAR profile. AFCC has received approval from the TSXV to lift the halt on its shares. Trading will resume effective February 19, 2021.This press release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell Shares. The solicitation and the offer to buy Shares are only being made pursuant to the Offer Documents. None of the Company, its board of directors, Computershare Investor Services Inc., the depositary for the Offer, or Kingsdale Advisors, information agent for the Offer, makes any recommendation to shareholders as to whether to deposit or refrain from depositing any or all of such shareholders’ Shares to the Offer. Shareholders are strongly urged to consult their own financial, tax, legal, and other professional advisors, and to make their own decision whether to tender or refrain from tendering their Shares to the Offer and, if so, how many Shares to tender.Any questions regarding the Offer can be directed to Kingsdale Advisors, the information agent for the Offer, by telephone at 1-888-518-6554 (toll free in North America), or 416-867-2272 (collect calls outside North America), or by email at contactus@kingsdaleadvisors.com.About Automotive Finco Corp.Automotive Finco Corp is a finance company focused exclusively on the auto retail sector. Through its investment in Automotive Finance LP, the Company has exposure to a business providing long term, debt based acquisition financing to auto dealerships across the globe, with an initial focus on Canada. In addition to its interest in Automotive Finance LP, AFCC may also pursue other direct investments and financing opportunities across the auto retail sector.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 please refer to the Company’s website at www.autofincocorp.com or contact Shannon Penney, Chief Financial Officer, at shannon.penney@rogers.com or (905) 619-4996.This news release contains forward-looking information and forward-looking statements within the meaning of applicable securities laws. All statements, other than statements of historical fact, constitute forward-looking statements or forward-looking information. Such forward-looking information and statements are frequently identified by words such as “may”, “will”, “should”, “anticipate”, “plan”, “expect”, “believe”, “estimate”, “intend” and similar terminology, and reflect assumptions, estimates, opinions and analysis made by management in light of its experience, current conditions, expectations of future developments and other factors which it believes to be reasonable and relevant. In particular and without limitation, this news release contains forward-looking statements relating to: the timing, completion and other terms of the Offer; the timing for the lifting of the halt on AFCC’s shares; and the potential transfer of AFCC’s listing to the NEX board.Forward-looking information and statements involve known and unknown risks and uncertainties that may cause actual results, performance and achievements to differ materially from those expressed or implied by the forward-looking information and statements and, accordingly, undue reliance should not be placed thereon. Such risks and uncertainties include, but are not limited to: the Offer not occurring as expected or the size and timing of the Offer; the failure of any condition to the Offer to be met; AFCC’s inability to finance the Offer in the manner it intends; the extent to which shareholders elect to tender their Shares under the Offer; AFCC having sufficient financial resources and working capital following completion of the Offer (including to fund currently anticipated financial obligations and pursue desirable business opportunities); potential risks and uncertainties relating to the spread of the novel coronavirus (“COVID-19”); the severity of the disease; the duration of the COVID-19 outbreak; actions that may be taken by governmental authorities to contain the COVID-19 outbreak or to treat its impact; the potential negative impacts of COVID-19 on the global economy and financial markets and any resulting impact on the satisfaction of the conditions of the Offer such that AFCC may not be required to purchase the Shares and/or may terminate the Offer.Although the forward-looking statements contained in this press release are based upon assumptions which management believes to be reasonable, AFCC cannot assure investors that actual results will be consistent with these forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements included in this press release, as there can be no assurance that the plans, intentions or expectations upon which the forward-looking statements are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur. Certain of these risks, uncertainties and assumptions, and the factors may impact them, can be found in the Company’s disclosure documents on the SEDAR website at www.sedar.com. These forward-looking statements are made as of the date of this press release and AFCC disclaims any intent or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws. The forward-looking statements contained in this press release are expressly qualified by this cautionary statement.
