Spara Acquisition One Corp announces closing of private placement related to proposed qualifying transaction
30 Mai 2012 - 11:20PM
PR Newswire (Canada)
TORONTO, May 30, 2012 /CNW/ - Spara Acquisition One Corp. (the
"Corporation") announced today that SAO Special Finance Corp.
("Finco") has completed a private placement for aggregate proceeds
of $1,968,865 (the "Offering"). Finco is a corporation
that was established for the purpose of facilitating a private
placement in connection with the Corporation's proposed acquisition
of all of the issued and outstanding securities of STE (Clean
Recycling and Energy) plc ("STE") which was previously announced on
March 13, 2012 (the "Transaction"). The Offering closed on May 29,
2012 and involved the sale by Finco of 875,051 subscription
receipts at $2.25 per subscription receipt. In connection
with the closing of the Transaction, Finco is to be acquired by the
Corporation and each subscription receipt is to be automatically
exercised, without further payment, into one common share and one
common share purchase warrant of Finco, which shares and warrants
will be exchanged, on a one-for-one basis, into common shares and
warrants of the Corporation. Each warrant of the Corporation
ultimately received by subscribers will entitle the holder to
acquire one additional common share of the Corporation at an
exercise price of $3.00 per share, until the date that is
twenty-four (24) months following closing of the Transaction,
subject to adjustment in certain events. The warrants are
subject to an accelerated expiry if the common shares of the
Corporation trade at a volume weighted average price equal to or
greater than $3.75 for twenty (20) consecutive trading days.
The gross proceeds of the Offering have been deposited in escrow
pending completion of the Transaction. In connection with the
Offering a group of agents (the "Agents") led by Cormark Securities
Inc. and GMP Securities L.P. (collectively, the "Co-Lead Agents")
are entitled to receive, subject to a selling concession and other
adjustments, cash commissions equal to 6.0 % of the gross
proceeds from the sale of the subscription receipts and
agents' compensation warrants that, assuming completion of the
Transaction, will entitle the holders to acquire such number of
common shares of the Corporation as is equal to 6% of the number of
subscription receipts sold pursuant to the Offering, subject to a
selling concession and other adjustments, at an exercise price of
$2.25 until the date that is twenty-four (24) months following
closing of the Transaction. The Agents' commission has been
deposited in escrow on closing of the Offering and will be released
to the agents upon closing of the Transaction. If certain
conditions (including all conditions precedent to the Transaction
having been met) are not satisfied prior to 5:00 p.m. (EST) on the
earlier of: (i) August 10, 2012 or such other date as the
Corporation, Finco, STE and the Co-Lead Agents (on behalf of the
Agents) may agree in writing, and (ii) the date on which either the
Corporation and/or STE terminates the Transaction prior to
completion thereof, the gross proceeds of the Offering, plus
accrued interest, shall be used by the Corporation to repurchase
the subscription receipts for cancellation at a repayment price per
subscription receipt equal to the offering price of $2.25 per
subscription receipt, plus a pro rata share of any interest earned
on the escrowed proceeds, less applicable withholding taxes, if
any. The closing of the Offering was one of the material
pre-conditions for the Corporation and STE to move forward with the
Transaction. The Corporation and STE are currently
negotiating the terms of a definitive agreement relating to the
Transaction and each has put certain matters relating to the
Transaction before their shareholders for approval. The
Transaction will be subject to regulatory approval, including the
approval of the TSX Venture Exchange (the "TSXV") and other closing
conditions. Trading in the common shares of the Corporation is
halted at present. It is unlikely that trading will resume until
the Transaction is completed and approved by the TSXV.
Further details about the proposed Transaction and the combined
entity will be provided in a comprehensive press release when the
parties enter into a definitive agreement and in the filing
statement to be prepared and filed in respect of the Transaction.
About Spara Acquisition One Corp. The Corporation is a Capital Pool
Company listed on the TSX Venture Exchange (the "TSXV"). The
Corporation has not commenced commercial operations and has no
assets other than cash. The Transaction, if completed, will
constitute the Corporation's "Qualifying Transaction", as defined
in TSXV policies. About STE (Clean Recycling and Energy) plc STE is
a Jersey, Channel Islands domiciled company, with a 100% owned UK
based waste management business focused on recycling and green
energy operating under the trade name Sterecycle®. Further
Information Further details about the proposed transaction and the
combined entity will be provided in a comprehensive press release
when the parties enter into a definitive agreement and in the
filing statement to be prepared and filed in respect of the
Transaction. Completion of the Transaction is subject to a number
of conditions, including but not limited to, TSXV acceptance and if
applicable pursuant to TSXV requirements, majority of the minority
shareholder approval. Where applicable, 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 in the filing statement to be prepared in connection with
the Transaction, any information released or received with respect
to the 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. The TSXV has in no way
passed upon the merits of the proposed transaction and has neither
approved nor disapproved the contents of this press release. The
Corporation will engage a sponsor in connection with the
Transaction if required in accordance with the requirements of the
TSXV. Forward-Looking Statements This press release contains
forward-looking statements and information based on current
expectations. These statements should not be read as
guarantees of future performance or results. Such statements
involve known and unknown risks, uncertainties and other factors
that may cause actual results, performance or achievements to be
materially different from those implied by such statements.
Although such statements are based on management's reasonable
assumptions, there can be no assurance that the Transaction will
occur or that the escrow release conditions will be met or that, if
the Transaction does occur, it will be completed on the terms
described above. Several forward-looking statements are made
as of the date hereof and we assume no responsibility to update or
revise them to reflect new events or circumstances. 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. Spara
Acquisition One Corp. CONTACT: Shane McLeanCorporate SecretarySpara
Acquisition One Corp.(613) 599-9600 ex 262
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