|By Marketwired .||
|July 28, 2014 06:02 PM EDT||
VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 07/28/14 -- BENEV Capital Inc. (TSX VENTURE: BEV.H) (the "Corporation" or "BCI") announces today that it continues to take active steps toward completing its previously announced proposed transaction with Franworks Franchise Corp. of Calgary, Alberta ("Franworks") to acquire an approximate $12 million annual top-line royalty for a purchase price of $103.0 million (the "Transaction"). Pursuant to Policy 5.2 of the TSX Venture Exchange (the "Exchange"), BCI is required to issue a news release every 30 days following its initial news release announcing the Transaction, to update the status of the Transaction.
BCI also announced today that it has entered into an amending agreement (the "Amending Agreement") dated July 25, 2014 to amend the acquisition agreement entered into with Franworks on June 30, 2014 (the "Original Agreement"). The Amending Agreement was entered into to extend the outside closing date for the Transaction to October 1, 2014 and to extend the dates for the completion of certain conditions set out in the Original Agreement, including the extension of the deadline for the receipt of shareholder approval for the Transaction to September 30, 2014. A copy of each of the Amending Agreement and the Original Agreement are available under BCI's profile on SEDAR at www.sedar.com.
Completion of the Transaction remains subject to a number of conditions, including approval by the Exchange and approval by the shareholders of BCI which will be sought at a special meeting thereof (the "Meeting").
Prior to the execution of the Amending Agreement, a notice of meeting and record date was filed on July 21, 2014 under BCI's profile on SEDAR setting record and meeting dates of July 29, 2014 and August 29, 2014, respectively. BCI wishes to advise that such dates will not be used for the Meeting and that a new notice of meeting and record date with revised dates will be filed by BCI under its profile on SEDAR in due course.
BCI intends to make filings with the Exchange in accordance with Exchange policies in connection with the reinstatement of trading of BCI's common shares and conditional approval of the Transaction. Trading in BCI's shares will be reinstated upon receipt by the Exchange of what the Exchange determines is satisfactory documentation to effect a resumption of trading.
Completion of the Transaction is subject to a number of conditions, including Exchange acceptance and shareholder approval. The Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed herein or in the management information circular to be prepared in connection with the Transaction, any information released or received with respect to the change of business Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of BCI should be considered highly speculative.
The Exchange has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.
Forward Looking Statements
Certain statements contained in this press release and in certain documents incorporated herein by reference may constitute forward-looking statements which involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The use of any of the words "anticipate", "continue", "estimate", "expect", "intend", "may", "will", "project", "should", "believe", "confident", "plan" and "intends" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events, performance, or achievements of BCI to differ materially from those anticipated or implied in such forward-looking statements. BCI believes that the expectations reflected in these forward-looking statements are reasonable but no assurance can be given that these expectations will prove to be correct. In particular, there can be no assurance that BCI will: (i) close the Transaction, (ii) have its common shares reinstated for trading prior to the close of the Transaction, and/or (iii) obtain necessary regulatory, stock exchange and shareholder approvals to complete the Transaction. Given these uncertainties, readers are cautioned that forward-looking statements included in this press release are not guarantees of future performance, and such forward-looking statements should not be unduly relied upon. These statements speak only as of the date of this press release. BCI undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by law.
All of the forward-looking statements made in this press release are qualified by these cautionary statements and other cautionary statements or factors contained herein, and there can be no assurance that the actual results or developments will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, BCI.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
BENEV Capital Inc.
Chief Executive Officer