Further to its bulletin dated March 30, 2021, the Toronto Stock Exchange reports that the ordinary shares of Intercure Ltd. will be listed at 5:01 p.m. on April 8, 2021, for trading at the open on April 9, 2021. According to the TSX, the restricted voting units (symbol SVX.U) and rights (symbol SVX.RT.U) of Subversive Acquisition LP will be halted at the open on April 9, 2021, and will be delisted at the close on the same day.
The TSX reports that on Feb. 9, 2021, Subversive and Intercure, among others, entered into an arrangement agreement pursuant to which Intercure will, indirectly, acquire all of the outstanding limited partnership units of Subversive (that have not otherwise been redeemed pursuant to a redemption right) in exchange for shares of Intercure by way of a plan of arrangement (the qualifying transaction). The qualifying transaction was approved by Subversive unitholders at a special meeting on April 6, 2021, and will qualify as Subversive's qualifying acquisition under Part X of the TSX company manual. It is currently anticipated that the closing of the qualifying transaction will occur after the close on April 8, 2021.
Pursuant to the qualifying transaction: (i) all Subversive units will, unless redeemed pursuant to the redemption right, be exchanged for Intercure shares on a 1:1 basis; (ii) holders of the Subversive rights will be deemed to have exercised their rights and shall be entitled to receive limited partnership (LP) units on an 8:1 basis.
The TSX notes that any fractional LP units to which a rights holder is entitled shall be rounded down to the nearest whole LP unit, and no cash or other consideration will be paid in lieu of fractional units. The LP units issued to the rights holders will also be exchanged for Intercure shares on a 1:1 basis. Also, Subversive unitholders will not be entitled to receive fractional Intercure shares in connection with the qualifying transaction. The number of shares to be issued to any particular unitholder will be rounded down to the nearest whole share.
According to the TSX, there will be 42,256,319 shares of Intercure issued and outstanding and 7,611,202 shares reserved for issuance following the closing of the qualifying transaction. The shares will trade in Canadian dollars, under the symbol INCR and under Cusip No. M549GJ 11 1. The TSX will issue a further bulletin to confirm the closing of the qualifying transaction.
The TSX reports that Intercure is an Israeli company involved in the production (including the breeding, cultivating and processing), manufacturing and distribution of pharmaceutical-grade cannabis and cannabis-based products for medical use. It seeks to produce and distribute pharmaceutical-grade cannabis and cannabis-based products in territories that permit and regulate the distribution of cannabis for medical use, including Israel, the European Union and Canada.
The TSX notes that the payment of cash dividends following the completion of the qualifying transaction will be dependent upon Intercure's revenues and earnings, if any, capital requirements and general financial condition, and all requirements pursuant to the Companies Law, and will be at the discretion of the company's board at that time. Intercure's transfer agent and registrar is AST Trust Company at its principal offices in Toronto, and its fiscal year-end is Dec. 31.
For more information, see the prospectus dated March 12, 2021, and the management information circular dated March 9, 2021, available on SEDAR.
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