Big Five Capital Corp. Announces Qualifying Transactions With Bellwether Asset Management
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BIG FIVE CAPITAL CORP. ANNOUNCES QUALIFYING TRAN BELLWETHER ASSET MANAGEMENT
FOR IMMEDIATE RELEASE
TORONTO, ONTARIO AND CALGARY, ALBERTA – May 1, 2013 – Big Five Capital Corp. (TSXV: BGF.P) (the “Corporation” or “Big Five”) announced today that it entered into a letter of intent with Bellwether Asset Management Inc. (“Bellwether”) dated April 29, 2013 (the “Letter of Intent”), in respect of a transaction pursuant to which Big Five will acquire all of the outstanding shares of Bellwether (the “Qualifying Transaction”). Subject to Exchange approval, upon completion of the Qualifying Transaction, the combined entity (the “Resulting Issuer”) will continue to carry on the business of Bellwether as currently constituted.
Bellwether is a boutique investment manager that offers tailored investment solutions for affluent investors, Foundations, Estates and Trusts utilizing its proprietary “Disciplined Dividend Growth” investment process. Bellwether also operates archerETF Portfolio Management which offers tailored global tactical solutions for affluent families utilizing Exchange Traded Funds.
Bellwether is incorporated under the laws of Ontario and its two principal shareholders are:
Robert (Bob) Sewell, CEO, an industry veteran with over 20 years’ experience in the investment industry. Prior to creating Bellwether, Bob led TD Waterhouse Private Investment Counsel, the TD Bank’s discretionary investment management division. Under Bob’s leadership, Private Investment Counsel grew from $8 billion to $15 billion in assets under management. Bob left TD and established Bellwether Asset Management, the parent company of Bellwether Investment Management Inc. in 2009. Bob has applied his experience in building TD’s investment management business to Bellwether’s strategy of growth in the highly fragmented “boutique” investment management business.
Stephen (Steve) Meehan, Chairman, has 20 plus years in the financial services arena. Prior to joiningBellwether, Steve served as CEO of Investment Planning Counsel (IPC), a firm he co-founded in 1996 and built to $18 billion in client assets at the time of his departure in 2010. Steve built the firm through a series of acquisitions, recruiting and organic growth. A key element of that strategy was the creation of a public vehicle utilizing IPC as the qualifying transaction in June 1999. That started the firm on an acquisition strategy that eventually led to the firm being sold to IGM Financial in 2004 for total equityconsideration of $130 million. Steve agreed to stay on as CEO and continued to grow the company until 2010 when he stepped down to pursue other interests. Steve became a minority shareholder of Bellwether in late 2011 and made a further investment in 2013 to become equal partners with Bob.
“Bellwether was founded to address two distinct gaps in the investment industry,” says Bob Sewell. “Firstly, we felt that affluent families would be better served with tailored investment solutions instead of “cookie cutter” investment products designed for the masses. We designed our services to provide full transparency to our clients regarding all aspects of our relationship including fees and performance.”
“Secondly, the investment management industry is highly fragmented and would benefit from a partner that can provide the resources necessary to allow good managers to continue to grow and thrive. With today’s announcement, we are better positioned to continue to build Bellwether as a division of Lorne Park Capital Partners (LPCP). The creation of LPCP also provides a distinct platform to effectively partner with other investment managers to assist in their growth and ultimately provide a succession plan for their founders,” says Sewell.The Lorne Park Capital Partners strategy is to build on the initial Bellwether transaction to create a multiboutique platform that operates through a diverse group of boutique investment management partners. Partner firms will maintain operational independence while leveraging LPCP’s broader resources allowing them to continue to prosper.
“I am excited to be back in the investment industry after a two and half year hiatus.” says Steve Meehan. “I have been active in venture capital and philanthropy since leaving IPC and had originally made a minority investment in Bellwether. After taking some to better understand their business plan, theindustry, and the opportunity, I decided it was time to get back in with both feet. I am extremely excited about the prospects for the business, I believe Bob and I have been able to take our collective backgrounds to create a strategy that is extremely compelling. The dynamics for our new business are just as exciting as what I saw back when we started IPC. However this time I have the benefit of experience to help guide this next venture.”
Big Five is a “capital pool company” and intends for the Qualifying Transaction to constitute its “Qualifying Transaction” as such terms are defined in the policies of the TSX Venture Exchange (the “Exchange”). The Corporation is a “reporting issuer” in the Provinces of Ontario, British Columbia and Alberta. Itis currently contemplated that the Qualifying Transaction will occur via an amalgamation of Big Five with Bellwether. In connection with the closing of the Qualifying Transaction, Big Five intends on obtaining shareholder approval for a continuance of Big Five from the Business Corporations Act(Alberta) to the laws of the Business Corporations Act (Ontario)(the “Continuance”), completing a capital restructuring including the consolidation of its share capital on a basis of two (2) pre-consolidated shares for one (1) post-consolidated share (the “Capital Restructuring”), and changing its name to Lorne Park Capital Partners Inc. (the “Name Change”). Upon completion of the Capital Restructuring, the Corporation’s 4,700,000 common shares currently outstanding will be consolidated into approximately 2,350,000 post-consolidated common shares.
Under the terms of the Qualifying Transaction, current Bellwether shareholders holding 150,000 common shares will receive a total of 20,000,000 post-consolidated common shares of the Resulting Issuer, excluding any shares of Bellwether issued as part of the Private Placement. In connection with the Qualifying Transaction, Bellwether will complete a private placement (the “Private Placement”) of up to $1,500,000 in common shares at a price of $0.20 per common share. Each common share issued pursuant to the Private Placement will be ultimately exchanged for one post-consolidated common share of the Resulting Issuer in connection with, and upon completion of, the Qualifying Transaction. The proceeds of the Private Placement will be used for general working capital and the Resulting Issuer’s future growth plans.
Itis currently contemplated that on completion of the Qualifying Transaction, the directors and the officers of the Resulting Issuer will consist of the following persons and up to three (3) additional directors to be named by Bellwether prior to closing:
|Robert Sewell, Mississauga, Ontario||President, Chief Executive Officer and Director|
|Scott Franklin, Mississauga, Ontario||Chief Financial Officer and Corporate Secretary|
|Stephen Meehan, Mississauga, Ontario||Chairman and Director|
|David Brown, Toronto, Ontario||Director|
|Christopher Dingle, Toronto, Ontario||Director|
Scott Franklin brings thirteen years of financial services experience and a strong administrative background in corporate compliance to his role at Lorne Park Capital Partners. Scott was CFO of IPC until mid 2010. Since that time has been supporting philanthropic organizations and consulting as a parttime CFO to public and regulated companies. He currently serves as CFO of Silvore Fox Minerals Corp.David Brown is a partner in the Corporate Department of Toronto based WeirFoulds LLP, one of Canada’s leading law firms. David practices in the areas of Corporate Law, Mergers and Acquisitions, and Corporate Finance. He handles all manner of M&A, Private Equity and Debt transactions with an emphasis on private company sales and divestitures, middle-market company mergers and acquisitions and the Canadian component of institutional fund purchases and divestitures. David was the founding President and is currently a Director of the Exempt Market Dealers Association of Canada.
Chris Dingle is currently an investment banker with M Partners in Toronto. Chris has extensive experience in financing Canadian business in both the public and private arena. He has extensive public company experience, prior to joining M Partners he was President and Director of IPC Financial Network (parent company of Investment Planning Counsel). Prior to joining IPC he was CEO of Real Fund a publicly traded REIT on the TSX that was sold to Rio Can in 1999.
On closing of the Qualifying Transaction, all options currently held by the Big Five directors and officers will be cancelled and the Resulting Issuer intends to issue 1,500,000 new options to the new directors and officers of the Resulting Issuer at a price of $0.30 per post-consolidated share.
The Qualifying Transaction will be carried out by parties dealing at arm’s length to one another.
Sponsorship of the Qualifying Transaction is required by the Exchange unless an exemption from this requirement can be obtained in accordance with the policies of the Exchange. The Corporation intends to apply for an exemption to the sponsorship requirement. There is no assurance that an exemption from this requirement will be obtained.
The Big Five common shares are currently halted from trading, and the trading of the shares is expected to remain halted pending completion of the Qualifying Transaction.
Completion of the Qualifying Transaction is subject to a number of conditions including, but not limited to, completion of the Private Placement, completion of the Continuance, Capital Restructuring and Name Change, the satisfaction of the Corporation and Bellwether in respect of the due diligence investigations to be undertaken by each party, the completion of a definitive agreement in respect of the Qualifying Transaction, closing conditions customary to transactions of the nature of the Qualifying Transaction, approvals of all regulatory bodies having jurisdiction in connection with the Qualifying Transaction, Exchange acceptance and, if required by the Exchange policies, majority of the minority shareholder approval. Where applicable, the Qualifying Transaction cannot close until the required shareholder approvals are obtained and there can be no assurance that the Qualifying Transaction will be completed as proposed or at all. Upon completion of the Qualifying Transaction the Resulting Issuer intends to be listed as an “industrial issuer” under the rules of the Exchange.
If and when a definitive agreement between the Corporation and Bellwether is executed, the Corporation will issue a subsequent press release in accordance with the policies of the Exchange containing the details ofthe definitive agreement and additional terms ofthe Qualifying Transaction including information relating to sponsorship, summary financial information in respect of Bellwether, and to the extent not contained in this press release, additional information with respect to the Private Placement, history of Bellwether and the proposed directors, officers, and insiders of the Resulting Issuer upon completion of the Qualifying Transaction.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
For further information please contact:
Big Five Capital Corp.
Jason Krueger, Director at:
Telephone: (403) 700-7573
Mark Studer, President, Chief Executive, Officer and Director at:
Telephone: (403) 606-7787
For Bellwether Asset Management Inc.
Stephen Meehan, Chairman
This news release contains “forward-looking information” within the meaning of applicable securities laws relating to the proposal to complete the Qualifying Transaction and associated transactions, including statements regarding the terms and conditions of the Qualifying Transaction, the Capital Restructuring, the Private Placement, the Name Change, the Continuance and the use of proceeds of the Private Placement. The information about Bellwether contained in the press release has not been independently verified by the Corporation. Although the Corporation believes in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because the Corporation can give no assurance that they will prove to be correct. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Qualifying Transaction, the Capital Restructuring, the Private Placement and associated transactions, that the ultimate terms of the Qualifying Transaction,the Capital Restructuring, the Private Placement and associated transactions will differ from those that currently are contemplated, and that the Qualifying Transaction, the Capital Restructuring, the Private Placement and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The statements in this press release are made as of the date of this release. The Corporation undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of the Corporation, Bellwether, their securities, or their respective financial or operating results or (as applicable).
Neither the TSX Venture Exchange, Inc. nor its Regulation Services Provider (as that term is defined in the polices of the TSX Venture Exchange) has in any way passed upon the merits of the Qualifying Transaction and associated transactions and neither of the foregoing entities has in any way approved or disapproved of the contents of this press release.
Neither 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.
The common shares have not been and will not be registered under the United States Securities Act of 1933, as amended and may not be offered or soldin the United States absent registration or an applicable exemption from the registration requirement. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.