23:02:57 EDT Fri 19 Apr 2024
Enter Symbol
or Name
USA
CA



Medwell Capital Corp (2)
Symbol MWC
Shares Issued 7,282,589
Close 2014-11-27 C$ 1.11
Market Cap C$ 8,083,674
Recent Sedar Documents

Medwell to distribute SDI shares to Medwell holders

2014-11-27 19:08 ET - News Release

Mr. Kevin Giese reports

MEDWELL TO DISTRIBUTE SPECTRAL COMMON SHARES

Medwell Capital Corp. intends to distribute to its shareholders, by way of a return of capital, 2.25 common shares of Spectral Diagnostics Inc. (SDI) for each common share of Medwell, subject to adjustment for certain taxes that Medwell may be required to withhold. Based on Medwell's current issued and outstanding common shares, it is expected that Medwell will distribute approximately 16,385,826 SDI shares to Medwell shareholders. The record date for determining Medwell shareholders entitled to participate in the distribution has been fixed at Dec. 15, 2014. The distribution of the SDI shares will be done in accordance with the applicable due-bill trading procedures of the TSX Venture Exchange.

The payment date for the distribution will be Jan. 2, 2015. Medwell's common shares will be traded in accordance with due-bill procedures from Dec. 11, 2014, until the close of trading on the payment date. Any trades executed on the TSX-V during the due-bill-basis period will be identified to ensure that purchasers of Medwell's common shares receive entitlement to the return of capital. Sellers of Medwell's common shares during the due-bill-basis period will also sell their entitlement to the return of capital to the respective purchasers of such common shares. Medwell's share will commence trading on an ex basis, without an attached due-bill entitlement to the return of capital, from the opening of trading on Jan. 5, 2015, the next trading day after the payment date. The last day for settlement of trades during the due-bill-basis period will be Jan. 7, 2015, which is the return-of-capital due-bill redemption date.

In order to allow for the distribution of the SDI shares, at Medwell's annual general meeting held on Nov. 14, 2014, shareholders approved, by special resolution, a reduction in the stated capital account of Medwell's common shares of an amount equal to the fair market value on the distribution date of the SDI shares distributed.

No Spectral shares will be distributed to Medwell shareholders who are U.S. persons as such term is defined in Rule 902(o) of Regulation S promulgated under the United States Securities Act of 1933 (as amended). Rather, Medwell will pay shareholders who are U.S. persons a cash amount calculated by reference to the fair market value on the distribution date of the SDI shares that would otherwise be distributed to such shareholders (less applicable withholding taxes and selling commissions).

We seek Safe Harbor.

© 2024 Canjex Publishing Ltd. All rights reserved.