OLD PSG WIND-DOWN LTD. ANNOUNCES RESULTS OF SHAREHOLDERS MEETING AND PROVIDES UPDATE OF DISSOLUTION AND DISTRIBUTION
VANCOUVER, BC, March 15, 2023 /CNW/ - Old PSG Wind-down Ltd. (formerly, Performance Sports Group Ltd.) (the "Company") announces that at its special meeting held on March 15, 2023, holders ("Shareholders") of the common shares of the Company (the "Common Shares") authorized the voluntary dissolution of the Company (the "Dissolution") in accordance with the Business Corporations Act (British Columbia) (the "BCBCA"), at the discretion of the board of directors of the Company (the "Board") and as more particularly described in the Company's management information circular dated February 8, 2023 (the "Circular").
Prior to the Dissolution, the Company expects Shareholders will receive cash distributions in the amount of approximately US$0.10 per Common Share held based on 27,496,539 issued and outstanding Common Shares. In addition, former Shareholders, holders of restricted share units ("RSUs") and deferred share units ("DSUs") who previously elected to exchange their Common Shares, RSUs or DSUs for interests in a trust created pursuant to the Company's reorganization proceedings will be entitled to receive cash distributions expected to be US$0.10 per beneficial trust unit (each, a "Beneficial Trust Unit") based on 18,733,738 Beneficial Trust Units issued and outstanding. Furthermore, holders of RSUs and holders of DSUs that did not make such election will be entitled to receive cash distributions expected to be US$0.10 per RSU and DSU based on 43,169 RSUs issued and outstanding and 385,360 DSUs issued and outstanding (collectively, the "Distribution"). The Distribution amount per Common Share, RSU, DSU and Beneficial Trust Unit is subject to adjustment in accordance with the Company's reorganization plan.
It is anticipated the Distribution will be completed in the third quarter of 2023 or at any such time as the Board may otherwise determine. Following the completion of the Distribution, the Company will file an application for its Dissolution under the BCBCA. The Distribution will not be completed until the Company receives a final tax clearance certificate from the Canada Revenue Agency. It is anticipated that the Dissolution will be completed shortly after the Distribution or at any such time as the Board may otherwise determine. Following the Dissolution, the Company will cease to be a reporting issuer in any Canadian jurisdiction.
The implementation of the Dissolution is expected to result in the Distribution to the Shareholders as a tax-free return of capital for Canadian federal income tax purposes, subject to the assumptions and qualifications set out in the Circular. Distribution recipients with questions regarding the tax treatment of the Distribution should consult their own tax advisors about the implications of the Distribution in light of their particular circumstances or refer to the section entitled "Certain Canadian Federal Income Tax Considerations" in the Circular.
For further information on the background of the Distribution or Dissolution process, please review the Circular available on the Company's SEDAR profile at www.sedar.com.
Forward-looking Statement Disclaimer
This news release includes "forward-looking information and statements" within the meaning of securities laws. Such statements relate to the Company's or management's objectives, projections, estimates, expectations, or predictions of the future and can be identified by words such as "plans", "assumes", "will", "anticipate", "expects" and "may" or variations of such words. These statements are based on certain assumptions and analyses by the Company that reflect its experience and understanding of future developments. Such forward-looking information and statements include but are not limited to the timing of the Distribution including that it may be subject to change at the discretion of the Board, the amount of the Distribution per Common Share, RSU, DSU and Beneficial Trust Unit being US$0.10 including that it may be subject to adjustment in accordance with the Company's reorganization plan, receipt by the Company of final tax clearance from the Canada Revenue Agency and the timing of the Dissolution. In respect of the forward-looking information and statements, the Company has made certain assumptions that management believes are reasonable at this time. The assumptions include the Company has adequate cash reserves to make the Distribution as contemplated to holders of Common Shares, RSUs, DSUs and Beneficial Trust Units, that it will receive a final tax clearance from the Canada Revenue Agency to complete the Distribution and that it will be able to obtain necessary approvals for the Dissolution and ceasing to be a reporting issuer. Such statements are subject to a number of risks and uncertainties, including, but not limited to, the amount of the Distribution per Common Share, RSU, DSU and Beneficial Trust Unit may be different than anticipated, that the Distribution and the Dissolution may not occur at all and risks associated with approvals for the Dissolution and the Company ceasing to be a reporting issuer. Many of these risks and uncertainties are beyond the Company's control and, therefore, may cause actual actions or results to differ from those expressed or implied herein. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
For additional information on forward looking information related to the Dissolution and Distribution, please consult disclaimer under the heading "Forward-looking Statements" in the Circular. For additional information regarding the assumptions and risks underlying the Distribution and Dissolution, please consult the risk factors described under the heading "Risk Factors" in the Circular. The Circular is available on SEDAR at www.sedar.com.
SOURCE Old PSG Wind-down Ltd.
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