Automotive Finco Corp. Announces Preliminary Results of Substantial Issuer Bid
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 States.TORONTO, March 19, 2021 (GLOBE NEWSWIRE) — Automotive Finco Corp. (TSX-V: AFCC) (“AFCC” or the “Company”) announced today the preliminary results of its “modified Dutch auction” substantial issuer bid (the “Offer”). Under the Offer, the Company offered to purchase for cancellation up to $12,375,000 of its common shares (the “Shares”) from shareholders for cash. The Offer expired at 5:00 p.m. (Toronto time) on March 18, 2021.
In accordance with the terms and conditions of the Offer and based on the preliminary count by Computershare Trust Company of Canada, as depositary for the Offer (the “Depositary”), AFCC expects to take up and purchase for cancellation approximately 3,304,332 Shares (including Shares tendered by notice of guaranteed delivery) at a purchase price of $1.65 per Share (the “Purchase Price”), representing an aggregate purchase price of approximately $5,452,148. The Shares expected to be purchased under the Offer represent approximately 14.29% of the Shares issued and outstanding before giving effect to the Offer. After giving effect to the Offer, approximately 19,819,441 Shares are expected to be issued and outstanding.“We are happy to have completed our substantial issuer bid and to have been able to give shareholders the liquidity opportunity that it provided,” said Kuldeep Billan, AFCC’s Chief Executive Officer.The full details of the Offer are described in the issuer bid circular dated February 8, 2021, as well as the related letter of transmittal and notice of guaranteed delivery, copies of which were filed and are available on SEDAR at www.sedar.com. As the total number of Shares tendered was less than the total that could have been acquired by the Company under the terms of the Offer, all Shares validly deposited and not withdrawn prior to the expiry of the Offer will be acquired and no proration will be required.The number of Shares to be purchased under the Offer and the Purchase Price are preliminary, subject to verification by the Depositary, and assume that all Shares tendered through notice of guaranteed delivery will be delivered within the two trading day settlement period. AFCC will announce the final results following completion of the take-up of the Shares.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.About Automotive Finco Corp.AFCC is a finance company focused exclusively on the auto retail sector. Through its investment in Automotive Finance LP, AFCC 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.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 press release may contain forward-looking information within the meaning of applicable securities regulation. The words “may”, “will”, “would”, “should”, “could”, “expects”, “plans”, “intends”, “trends”, “indications”, “anticipates”, “believes”, “estimates”, “predicts”, “likely” or “potential” or the negative or other variations of these words or other comparable words or phrases, are intended to identify forward-looking statements. These statements include, without limitation, statements regarding the terms and conditions of the Offer, including the aggregate number of Shares to be purchased for cancellation under the Offer, the final purchase price under the Offer and the number of Shares expected to be issued and outstanding after completion of the Offer. The Company believes the expectations reflected in the forward-looking statements in this press release are reasonable but no assurance can be given that these expectations will prove to be correct and such forward- looking statements should not be unduly relied upon. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties that may cause the results or events mentioned in this press release to differ materially from those that are discussed in or implied by such forward-looking information. These risks and uncertainties include, but are not limited to, general, local economic, and business conditions. All forward-looking information in this press release speaks as of the date hereof. The Company does not undertake to update any such forward-looking information whether as a result of new information, future events or otherwise. Additional information about these assumptions and risks and uncertainties is disclosed in filings with securities regulators filed on SEDAR (www.sedar.com).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.
In accordance with the terms and conditions of the Offer and based on the preliminary count by Computershare Trust Company of Canada, as depositary for the Offer (the “Depositary”), AFCC expects to take up and purchase for cancellation approximately 3,304,332 Shares (including Shares tendered by notice of guaranteed delivery) at a purchase price of $1.65 per Share (the “Purchase Price”), representing an aggregate purchase price of approximately $5,452,148. The Shares expected to be purchased under the Offer represent approximately 14.29% of the Shares issued and outstanding before giving effect to the Offer. After giving effect to the Offer, approximately 19,819,441 Shares are expected to be issued and outstanding.“We are happy to have completed our substantial issuer bid and to have been able to give shareholders the liquidity opportunity that it provided,” said Kuldeep Billan, AFCC’s Chief Executive Officer.The full details of the Offer are described in the issuer bid circular dated February 8, 2021, as well as the related letter of transmittal and notice of guaranteed delivery, copies of which were filed and are available on SEDAR at www.sedar.com. As the total number of Shares tendered was less than the total that could have been acquired by the Company under the terms of the Offer, all Shares validly deposited and not withdrawn prior to the expiry of the Offer will be acquired and no proration will be required.The number of Shares to be purchased under the Offer and the Purchase Price are preliminary, subject to verification by the Depositary, and assume that all Shares tendered through notice of guaranteed delivery will be delivered within the two trading day settlement period. AFCC will announce the final results following completion of the take-up of the Shares.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.About Automotive Finco Corp.AFCC is a finance company focused exclusively on the auto retail sector. Through its investment in Automotive Finance LP, AFCC 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.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 press release may contain forward-looking information within the meaning of applicable securities regulation. The words “may”, “will”, “would”, “should”, “could”, “expects”, “plans”, “intends”, “trends”, “indications”, “anticipates”, “believes”, “estimates”, “predicts”, “likely” or “potential” or the negative or other variations of these words or other comparable words or phrases, are intended to identify forward-looking statements. These statements include, without limitation, statements regarding the terms and conditions of the Offer, including the aggregate number of Shares to be purchased for cancellation under the Offer, the final purchase price under the Offer and the number of Shares expected to be issued and outstanding after completion of the Offer. The Company believes the expectations reflected in the forward-looking statements in this press release are reasonable but no assurance can be given that these expectations will prove to be correct and such forward- looking statements should not be unduly relied upon. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties that may cause the results or events mentioned in this press release to differ materially from those that are discussed in or implied by such forward-looking information. These risks and uncertainties include, but are not limited to, general, local economic, and business conditions. All forward-looking information in this press release speaks as of the date hereof. The Company does not undertake to update any such forward-looking information whether as a result of new information, future events or otherwise. Additional information about these assumptions and risks and uncertainties is disclosed in filings with securities regulators filed on SEDAR (www.sedar.com).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.
