Sunwah International Limited Announces Privatization And Delisting
TORONTO, June 10, 2021 /CNW/ - Sunwah International Limited (the "Company") (TSX: SWH) announces that it will be proceeding with its going private transaction by way of share consolidation and purchase as previously announced by the Company on February 27, 2021, April 30, 2021 and May 28, 2021.
On June 14, 2021, immediately prior to market close, the common shares of the Company will be consolidated on the basis of 36,000,000 pre-consolidated common shares to one post-consolidated share and the Company will purchase for cancellation all issued and outstanding common shares held by shareholders, other than held by Sun Wah Capital Limited, at a price of CAN$0.30 per per-consolidated share.
The common shares of the Company will then be voluntarily delisted from the Toronto Stock Exchange at the close of market on June 14, 2021. The Company will subsequently be notifying or applying to the applicable Canadian securities regulatory authorities to cease to be a reporting issuer in each province in which the Company is a reporting issuer.
The purchased common shares will be deemed to be repurchased and cancelled and the rights of the former holders thereof are limited to receiving without interest the purchase price of CAN$0.30 per common share (pre-consolidated basis) against presentation and surrender of their share certificates together with a duly completed letter of transmittal. After the purchase of the common shares, the holders of the certificates representing the common shares will not be entitled to exercise any rights in respect of such common shares except to receive the purchase price.
Registered shareholders with addresses in China (including Hong Kong) and the British Virgin Islands will need to present and surrender their share certificates representing the common shares together with a duly completed letter of transmittal to the Company. Registered shareholders with addresses outside of China (including Hong Kong) and the British Virgin Islands will need to present and surrender their share certificates representing the common shares together with a duly completed letter of transmittal to Computershare Trust Company of Canada. The relevant form of letter of transmittal was included with the mailing of the notice and information circular for the special meeting of shareholders of the Company held on May 28, 2021 and are available on SEDAR at www.sedar.com. Registered shareholders are directed to the detailed instructions on the presentation and surrender of share certificates for the purchase price that are found in the letter of transmittal and the information circular. Beneficial shareholders (that is, shareholders holding through brokers, investment dealers, banks, trust companies or other nominees) should contact their broker or the intermediary who held common shares on their behalf to confirm or arrange for the delivery of the consideration to which they are entitled.
Forward-Looking Statements
This news release contains forward-looking statements and information that are based on the beliefs of management and reflect the Company's current expectations. When used in this news release, the words "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. The forward-looking statements and information in this news release includes information relating to the share consolidation, purchase of shares, delisting and the ceasing to be a reporting issuer. The forward-looking information is based on certain assumptions, which could change materially in the future, including the assumption that the Company will be able to consolidate the common shares, purchase for cancellation the common shares, delist the common shares from the TSX, and cease to be a reporting issuer. Such statements and information reflect the current view of the Company with respect to risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the risk that the Company may not be able to delist or cease to be a reporting issuer as expected, after a delay or at all. These and other risks are further described under "Risk Factors" in the Company's Annual Information Form dated September 24, 2020, which is available on SEDAR and may be accessed at www.sedar.com. When relying on the Company's forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. The Company has assumed a certain progression, which may not be realized. It has also assumed that the material factors referred to above will not cause such forward-looking statements and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE SECURITIES LEGISLATION.
SOURCE Sunwah International Limited
Vincent Lai, Sunwah International Limited, +852.2283.7708, [email protected]; Kristen Humphrey, Sunwah International Limited, +1.416.888.2323, [email protected]
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