The Debenture has an interest rate of 12% per annum, paid quarterly in arrears on the last day of May, August, November and February of each year, with the principal repayment due on the maturity date of
Furthermore, an additional fee of 3% per annum of the outstanding principal amount of the Debenture (“PIK Fee”) is payable on the last day of May and November in each year. For PIK Fees relating to a PIK Fee payment date on or prior to
The Company intends to issue 1,284,540 Shares to The Co-operators at a deemed issue price of
The issuance of the Shares as payment for accrued interest and PIK Fees owing on the Debenture remains subject to approval from TSXV. All Shares issued as payment for accrued interest and PIK Fees owing on the Debenture will be subject to a hold period expiring four months and one day from the date of issuance of the Shares.
There are currently 174,118,017 Shares of the Company that are issued and outstanding. The Co-operators currently owns 2,270,927 Shares of the Company, a convertible debenture (“Initial Debenture”) convertible into 80,000,000 Shares, as well as the Debenture convertible into 20,000,000 Shares. Pursuant to the issuance of the Shares as payment for the aforementioned accrued interest and PIK Fees, The Co-operators would be issued an additional 1,284,540 Shares. As a result, if The Co-operators were to convert the principal amount of the Initial Debenture as well as the Debenture, then The Co-operators would beneficially own or control, directly or indirectly, an additional 100,000,000 Shares, for a total of 103,555,467 Shares, representing approximately 37.60% of the 275,402,557 then issued and outstanding Shares of the Company.
The prior issuance of the Debenture to The Co-operators in March of 2022 was considered a related party transaction within the meaning of TSXV Policy 5.9 and Multilateral Instrument 61-101 (“MI 61-101”). The Company relied on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in Sections 5.5(b) (Company is listed on the TSXV) and 5.7(1)(a) (fair market value of the Debenture did not exceed 25% of the Company’s market capitalization) in respect of such transaction. A resolution of the board of directors of the Company was passed to approve the issuance of the Debenture, with the two director appointees of The Co-operators, abstaining from voting. No materially contrary view or abstention was exercised or made by any other director.
About
SEB is an Insurtech company focused on Benefits Administration Technology driving two interrelated revenue streams – software/solutions and services. The Company is a proven provider of leading-edge IT and benefits processing software, solutions and services for the
Our solutions include both software and services driven ecosystems including multiple SaaS solutions, cloud solutions & services, managed services offering smart sourcing (near shore/offshore), managed security services, custom software development and support, professional services, deep systems integration expertise and multiple specialty practice areas including AI, CRM, BI, Portals, EDI, e-commerce, digital transformation, analytics, project management to mention a few. The Company has more than 20 strategic partnerships/relationships with leading global and regional technology and consulting organizations.
For further information about SEB, please visit: www.seb-inc.com.
Forward-Looking Statements
Certain information in this release, may constitute forward-looking information. In some cases, but not necessarily in all cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “is positioned”, “estimates”, “intends”, “assumes”, “anticipates” or “does not anticipate” or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, “will” or “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS RELEASE REPRESENTS THE COMPANY’S CURRENT EXPECTATIONS AND, ACCORDINGLY, IS SUBJECT TO CHANGE. HOWEVER, THE COMPANY EXPRESSLY DISCLAIMS ANY INTENTION OR OBLIGATION TO UPDATE OR REVISE ANY FORWARD-LOOKING INFORMATION, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE, EXCEPT AS REQUIRED BY APPLICABLE LAW.
Neither
All figures are in Canadian dollars unless otherwise stated.
Media and Investor Contact
President/CEO/CIO
Office (888) 939-8885 x 2354
Cell (416) 460-2817
john.mckimm@seb-inc.com
Source:
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