Pinetree Capital Announces Additional Details Regarding Share Consolidation and Share Split
TORONTO, ONTARIO (May 28, 2021) – Pinetree Capital Ltd. (TSX:PNP) (“Pinetree”) today announced the filing of the management information circular (the “Circular”) for its upcoming annual and special meeting of shareholders to be held on June 30, 2021 (the “Meeting”), which contains additional details regarding Pinetree’s previously announced share consolidation and share split transaction. Notice of the Meeting has been mailed to Pinetree shareholders of record at the close of business on May 11, 2021, who are entitled to attend and vote at the Meeting, and the Circular is available online under Pinetree’s issuer profile at www.sedar.com and on Pinetree’s website at www.pinetreecapital.com.
As previously announced, Pinetree will seek shareholder approval at the Meeting for a 100 to 1 consolidation of its common shares (the “Common Shares”), followed immediately by a 1 to 50 share split (collectively, the “Share Consolidation and Share Split”).
Shareholders who hold in the aggregate less than 100 Common Shares prior to the share consolidation (which would result in less than one consolidated Common Share following the share consolidation) will receive a cash payment from Pinetree in exchange for such pre-consolidation Common Shares held equal to the number of Common Shares multiplied by the average trading price per Common Share on the Toronto Stock Exchange (“TSX”) during the 20 consecutive trading days ending on and including the trading day immediately prior to the effective date of the consolidation (the “Effective Date”), rounded down to the nearest whole cent. As such, shareholders who hold less than 100 pre-consolidation Common Shares as of the record date for the Share Consolidation and Share Split (the “Consolidation and Split Record Date”) will cease to be shareholders of Pinetree.
Shareholders who hold in the aggregate 100 Common Shares or more will continue to be Pinetree shareholders following the Share Consolidation and Share Split, however any fractional interest in Common Shares will be rounded down to the nearest whole Common Share after the 1 to 50 share split.
The board of directors of Pinetree unanimously recommends that shareholders of Pinetree approve the Share Consolidation and Share Split. Pinetree has an exceptionally large number of shareholders holding small numbers of Common Shares; approximately 131,517, or 1.4% of the outstanding Common Shares are held by approximately 7,168 shareholder accounts holding fewer than 100 Common Shares. This represents an average of 18 shares per holder. Having provided advanced notice such that small shareholders have had the opportunity to increase their ownership via the recently closed Rights Offering and/or through market purchases, the board believes that the Share Consolidation and Share Split will benefit Pinetree’s shareholders by:
- Providing Liquidity for Small Shareholders – The Share Consolidation and Share Split provides a cost-effective liquidity option for small shareholders to sell their holdings and liquidate their investment without payment of brokerage fees that in many cases would represent all or a substantial portion of their sale proceeds.
- Reducing Administrative Costs – Pinetree spends a significant amount of money each year printing and mailing materials required by statute to shareholders. The effect of the proposed Share Consolidation and Share Split will be to reduce administrative costs associated with maintaining an exceptionally large number of small shareholders that account for a disproportionately high percentage of these administrative costs.
The Share Consolidation and Share Split requires the approval of holders representing at least two-thirds of the Common Shares that vote at the Meeting, as well as a majority of the votes cast by shareholders of Pinetree other than L6 Holdings Inc. and certain directors and senior officers of Pinetree. The Share Consolidation and Share Split is also subject to the approval of the TSX.
Pinetree will announce both the Consolidation and Split Record Date as well as the Effective Date following shareholder approval at the Meeting.
Certain statements herein may be “forward-looking” statements that involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Pinetree or the industry to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements involve significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not such results will be achieved. A number of factors could cause actual results to vary significantly from the expectations discussed in the forward-looking statements. These forward-looking statements reflect current assumptions and expectations regarding future events and are made as of the date hereof and Pinetree assumes no obligation, except as required by law, to update any forward-looking statements to reflect new events or circumstances. Accordingly, when relying on forward-looking statements to make decisions, Pinetree cautions readers not to place undue reliance on these statements, as forward-looking statements involve significant risks and uncertainties. Some of the specific forward-looking statements in this news release include, but are not limited to, statements with respect to the Share Consolidation and Share Split and its timing.
About Pinetree Capital Ltd.
Pinetree is a value-oriented investment and merchant banking company focused on the technology sector. Pinetree’s common shares are listed on the TSX under the symbol “PNP”.