Tickers: XTSX:IPC, PINX:IPPQF
Tags: #Children
Langley, BC - TheNewswire - December 31, 2019 - Iplayco Corporation Limited (TSXV:IPC) ("Iplayco" or the "Corporation") is pleased to announce that on December 20, 2019, it obtained a final order from the Court of Queen's Bench of Alberta (the "Court") approving the plan of arrangement (the "Arrangement") (see October 31, 2019 and December 18, 2019 news releases) involving the Corporation, its shareholders and TSL888 Investments, Inc. ("TSL") under a statutory plan of arrangement pursuant to section 193 of the Business Corporations Act (Alberta).
All of the conditions precedent set out in the arrangement agreement between the Corporation, TSL, and Sharlene and Ivy Lim (the "Guarantors"), have been satisfied or waived, and the Arrangement has now become effective.
Pursuant to the Arrangement, the Iplayco shareholders will receive from TSL Cdn$0.50 in cash (the "Consideration") per common share (each, an "Iplayco Share") held by them. TSL acquired all of the issued and outstanding Iplayco Shares pursuant to the Arrangement in an all-cash transaction valued at $5.1 million, and Iplayco has become a wholly-owned subsidiary of TSL, a company controlled by the Guarantors.
In order to receive the Consideration in exchange for Iplayco Shares, former registered shareholders of the Corporation must complete, sign, date and return the Letter of Transmittal that was mailed to each former registered shareholder. The Letter of Transmittal is also available: (i) from Iplayco's depositary, TSX Trust Company, which can be contacted by at: 1-866-600-5869 (North American Toll Free); 416-342-1091 (Toll); 416-361-0470 (Facsimile) or TMXEInvestorServices@tmx.com (E-Mail) or (ii) on SEDAR under the Corporation's profile at www.sedar.com. Non-registered holders of Iplayco Shares who hold their Iplayco Shares through a broker or other intermediary, should follow the instructions provided by their broker or other intermediary to obtain their Consideration.
The Iplayco Shares are expected to be delisted from the TSX Venture Exchange effective as of the close of trading on January 2, 2020. Iplayco also will apply to cease to be a reporting issuer under applicable Canadian securities laws.
Further details regarding the Arrangement can be found in the Corporation's Management Information Circular dated November 12, 2019 (the "Circular"), which includes the full text of the Amended and Restated Plan of Arrangement, attached as Schedule B to the Circular. The Circular was mailed to the Shareholders on November 26, 2019 and is also available on SEDAR under the Corporation's profile at www.sedar.com.
A copy of TSL's early warning report will be filed on Iplayco's profile on SEDAR at www.sedar.com.
About Iplayco Corporation Limited
Iplayco is a leading manufacturer of premium-quality, fun, safe and durable indoor playgrounds for children. In its 20-year history, Iplayco has supplied playgrounds to over 60 countries worldwide. For more information, please visit www.iplaycoltd.com.
About TSL888 Investments, Inc.
TSL888 Investments, Inc. is affiliated with LTS Pinnacle Holdings, Inc. ("LTS"), a family owned retail and real estate conglomerate based in the Philippines. LTS owns and operates seven shopping malls with over 2.2 million square feet of retail space, attracting over 40 million visitors annually. It also owns and operates 31 supermarkets, 30 department and hardware stores, 51 pharmacies and over two dozen other retail businesses throughout the Philippines. For more information, please visit www.nccc.com.ph.
For more information (including to obtain a copy of TSL's early warning report), please contact:
Iplayco Corporation Limited
Max Liszkowski
Chief Financial Officer and Director
1-604-607-1111
ir@iplayco.com
Cautionary & Forward-Looking Statements
This release contains forward-looking statements. All statements other than statements of present or historical fact are forward-looking statements, including statements regarding the completion of the Arrangement and receipt of Consideration by Iplayco shareholders. Forward-looking statements include words or expressions such as "proposed", "will", "subject to", "near future", "in the event", "would", "expect", "prepared to" and other similar words or expressions. Factors that could cause future results or events to differ materially from current expectations expressed or implied by the forward-looking statements include general business, economic, competitive, political and social uncertainties; the state of capital markets and risks that may impact Iplayco's business, operations and financial condition. Although Iplayco believes that the expectations reflected in these forward-looking statements are reasonable, undue reliance should not be placed on them because Iplayco can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Additional information on these and other factors that could affect Iplayco's operations and financial results are included in reports on file with Canadian securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com). We disclaim any obligation to update or revise these forward-looking statements, except as required by applicable law.
Neither the 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.
Copyright (c) 2019 TheNewswire - All rights reserved.
