|By Marketwired .||
|May 16, 2014 06:36 PM EDT||
CALGARY, ALBERTA -- (Marketwired) -- 05/16/14 -- Jeffrey J. Smith announced that, through a holding company, he has entered into an agreement pursuant to which, subject to the satisfaction of certain closing conditions, he will acquire beneficial ownership of 538,995 common shares ("Common Shares") of DirectCash Payments Inc. ("DirectCash"), subject to adjustment as described below, representing approximately 2.9% of the total Common Shares that will be outstanding after giving effect to the transaction.
On May 13, 2014, DirectCash announced that it had entered into an agreement (the "Agreement") to acquire DirectCash Bank (the "Bank") through the acquisition of all the outstanding shares of the Bank's sole shareholder, 6676405 Canada Limited ("6676405"), for consideration of $15 million payable in the form of Common Shares issued from treasury at a price of $13.9148 per share, which is equal to the 20 day volume-weighted average trading price of the Common Shares on the Toronto Stock Exchange as of the close of business on May 12, 2014 (the "Transaction"). Accordingly, upon closing, DirectCash will issue 1,077,989 Common Shares to the shareholders of 6676405, subject to adjustment on account of a minimum net asset value of the Bank as at closing in accordance with the terms of the Agreement (an "Adjustment"). 6676405 is 50% indirectly owned by Jeffrey J. Smith. Closing of the Transaction is subject to a number of regulatory, governmental and other approvals and consents, including the approval of the Minister of Finance (Canada) and the Toronto Stock Exchange, and is expected to occur in the second half of 2014.
Upon closing of the Transaction and subject to any Adjustment as described above, Mr. Smith will have beneficial ownership of 2,601,936 Common Shares, representing approximately 13.9% of the Common Shares outstanding after giving effect to the Transaction.
Mr. Smith's securityholdings in DirectCash are held for investment purposes. Mr. Smith may in the future take such actions in respect of his securityholdings in DirectCash as he may deem appropriate in light of the circumstances then existing, including the purchase of additional securities of DirectCash through open market purchases or privately negotiated transactions, or the sale of all or a portion of his holdings in the open market or in privately negotiated transactions to one or more purchasers.
This press release is issued pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which also requires a report to be filed with regulatory authorities in each of the jurisdictions in which DirectCash is a reporting issuer containing information with respect to the foregoing matters (the "Early Warning Report"). A copy of the Early Warning Report will appear with DirectCash's documents on the System for Electronic Document Analysis and Retrieval and may also be obtained by contacting Amanda Gallacher on behalf of Mr. Smith at (403) 387-2158.
On behalf of Mr. Smith