Vertex One Asset Management Inc. Announces Approval of Change of Manager, Fund Mergers and Other Proposals

VANCOUVER, Nov. 28, 2019 /CNW/ - Vertex One Asset Management, Inc. ("Vertex One") announced today that it has received unitholder approval to change the manager of five investment funds managed by Vertex One: the Vertex Value Fund, Vertex Enhanced Income Fund, Vertex Growth Fund (the "Public Funds"), Vertex Fund and Vertex Managed Value Portfolio (together with the Public Funds, the "Funds") from Vertex One to PenderFund Capital Management Ltd. ("Pender") (the "Change of Manager"). The Change of Manager was approved by 100%, 99.66%, 100%, 99.54% and 100%, respectively, of the votes cast at the special meetings (the "Meetings") of unitholders of the Funds  held earlier today.

Vertex One also announced the receipt of unitholder approval to merge each of the Vertex Growth Fund and the Vertex Fund into the Vertex Enhanced Income Fund (to be renamed the "Pender Enhanced Income Fund") (the "Merger"). The Merger was approved by 99.66%, 100% and 99.54%, respectively, of the votes cast at the applicable Meetings.  The Change of Manager and the Merger were proposed in connection with the purchase agreement (the "Agreement") between Vertex One and Pender, pursuant to which Pender has agreed to acquire the investment fund management contracts for the Funds, subject to the terms and condition set forth in the Agreement (the "Proposed Transaction").

In connection with the Proposed Transaction, Vertex One also announced that it has received unitholder approval for the following proposed changes to the Funds:

(a)	The proposal to change the auditor of each Fund from PricewaterhouseCoopers LLP to KPMG LLP effective on or about January 1, 2020 was approved by 99.81%, 99.66%, 100%, 99.54% and 100%, respectively, of the votes cast at the Meetings.
(b)	The proposal to amend the fundamental investment objectives of the Vertex Enhanced Income Fund to allow Pender to consistently apply its value-based investment process was approved by 99.66% of the votes cast at the Meeting.
(c)	The proposal to replace the method in which certain operating expenses are charged to each Fund with a fixed-rate administration fee was approved by 97.72%, 98.65%, 99.32%, 97.44% and 99.72%, respectively, of the votes cast at the Meetings.
(d)	The proposal to increase the management fee on Class B units of the Vertex Enhanced Income Fund by 0.25% was approved by 98.30% of the votes cast at the Meeting.
(e)	The proposal to amend the trust agreements of each Fund, each between CIBC Mellon Trust Company and Vertex One, in order to provide the ability to allocate capital gains to redeeming unitholders in a tax and/or cost-efficient manner was approved by 97.72%, 99.66%, 100%, 98.18% a nd 100%, respectively, of the votes cast at the Meetings.

(collectively, and together with the Change of Manager and the Merger, the "Proposals").

The completion of the Proposed Transaction and the Proposals remains subject to the receipt of all necessary regulatory approvals.  Subject to customary closing conditions, including regulatory approvals, the Proposed Transaction and each of the Proposals are expected to be completed on, or about, December 15, 2019 (except as otherwise noted above in the case of the change of auditor).

As announced on October 11, 2019, upon completion of the Proposed Transaction, and subject to receipt of all regulatory approvals, (i) Pender will become the investment fund manager and portfolio manager of the Funds; (ii) KPMG LLP will become the auditor of the Funds; (iii) the Vertex Growth Fund will merge into the Vertex Enhanced Income Fund, and the Vertex Fund will merge into the Vertex Enhanced Income Fund; (iv) the fundamental investment objectives of the Vertex Enhanced Income Fund will change; (v) the method in which certain operating expenses are charged to each Fund will be replaced with a fixed-rate administration fee; (vi) the management fee on Class B units of the Vertex Enhanced Income Fund will increase by 0.25%; and (vii) the trust agreement of each Fund will be amended to permit the trustee on behalf of the Fund to allocate capital gains to redeeming unitholders in a tax and/or cost-efficient manner.

The Public Funds are offered publicly pursuant to a simplified prospectus dated June 28, 2019, as amended by Amendment No. 1 dated September 5, 2019 and Amendment No. 2 dated October 21, 2019 (the "Simplified Prospectus"), and the Vertex Fund and Vertex Managed Value Portfolio are offered privately pursuant to offering memorandums dated October 24, 2019. Additional details regarding the Proposed Transaction and the other changes affecting the Public Funds are set out in the Notice of Special Meeting and Management Information Circular dated October 23, 2019, the Simplified Prospectus, annual information form and fund facts for the Public Funds, and amendments thereto, which are available at www.vertexone.com or at www.sedar.com.

About PenderFund Capital Management Ltd.

Pender was founded in 2003 and is an independent, employee-owned investment firm located in Vancouver, British Columbia. Our goal is to protect and grow wealth for our investors over time. We have a talented investment team of expert analysts, security selectors and independent thinkers who actively manage our suite of niche investment funds, exploiting inefficient parts of the investing universe to achieve our goal. Visit www.penderfund.com.

About Vertex One Asset Management Inc.

As one of the longest-running alternative investment managers in Canada, Vertex One Asset Management is proud to be a Canadian-run, employee-owned firm, delivering over 20 years of quality alternative investment solutions for retail and institutional investors.

Commissions, trailing commissions, management fees and expenses all may be associated with mutual fund investments. Please read the Fund Facts and the Simplified Prospectus for the funds before investing. Mutual funds are not guaranteed, their values change frequently and past performance may not be repeated.  Information in this news release, other than statements of historical fact, may be forward-looking information.  Forward-looking information contained in this news release includes, but is not limited to, statements regarding the timing and completion of the Proposed Transaction, including the acquisition of the investment fund management contracts of the Funds by Pender, the timing and completion of the Proposals, including the Merger and regulatory approval for the Proposed Transaction and the Proposals.  By their very nature statements that constitute forward-looking information are subject to numerous risks and uncertainties, some of which are beyond Vertex One's and Pender's control.  These risks include, but are not limited to, the satisfaction of the conditions set out in the Agreement.  Although forward-looking information contained in this press release is based upon what management of Vertex One believes are reasonable assumptions, there can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Any forward-looking information in this news release is provided as at the date of this news release, based upon the opinions and estimates of management and information available to management as at the date of this news release. Vertex and Pender undertake no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on forward-looking information contained in this news release.

SOURCE Vertex One Asset Management Inc.

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