Toronto, Ontario--(Newsfile Corp. - October 12, 2021) - European High Growth Opportunities Securitization Fund (the "Fund") announced today that the Fund has closed the second tranche of its financing arrangement (the "Financing") with Tony G Co-Investment Holdings Ltd. (CSE: TONY) (the "Issuer" or "Tony").
On October 5, 2021, the Issuer received the final approval of the Canadian Securities Exchange for the previously announced change of business transaction which involved, among other transactions, the Financing. Pursuant to the Financing, the Fund acquired $1,288,000 principal amount of Debentures (as defined below) and 460,000 accompanying Warrants (as defined below) pursuant to the terms of a subscription agreement dated June 11, 2019 between Tony (formerly Braingrid Limited) and the Fund (the "Subscription Agreement").
Pursuant to the terms of the Subscription Agreement, as part of closing the second tranche of the Financing, the Issuer issued to the Fund convertible debentures (the "Debentures") in the aggregate principal amount of $1,288,000 and 460,000 common share purchase warrants (the "Warrants"). The Warrants have an expiry date of August 10, 2026. Each Warrant is exercisable into one common share ("Common Share") of the Issuer (subject to typical adjustments). Further terms of the Financing are set out in the Subscription Agreement as filed on SEDAR and available under the Issuer's profile at www.sedar.com.
The Debentures bear no interest and the maturity date of the Debentures is August 11, 2026. The Debentures shall be convertible into Common Shares at a conversion price equal to the lower of: (i) one hundred percent (100%) of the lowest daily volume-weighted average price of the Common Shares on the Canadian Securities Exchange (the "VWAP") over the period of fifteen (15) trading days immediately preceding the date of the relevant conversion notice (or, where no Conversion Notice is given, the Maturity Date, as may be accelerated), or (ii) one hundred twenty percent (120%) of the lowest daily VWAP observed over the five (5) trading days immediately preceding the date of issuance of the Debentures, having regard for any adjustments made in accordance with the terms of the Debentures provided that under no circumstances shall the conversion price be less than the minimum price permitted under applicable law or the rules of any exchange on which the Common Shares of the Issuer are listed for trading.
Immediately following the closing of the Financing, the Fund owns, controls or directs (directly or indirectly): (i) 889,250 Common Shares; (ii) an aggregate principal amount of $1,288,000 of Debentures; and (iii) 608,750 Warrants. Based on the foregoing, the Fund, directly or indirectly, beneficially owns or exercises control or direction over 3,420,288 Common Shares representing approximately 35.65% of the issued and outstanding Common Shares on a fully diluted basis (assuming conversion of the aggregate principal amount of $1,288,000 Debentures into approximately 1,922,388 common shares and the exercise of the 608,750 Warrants).
Debentures and Warrants were acquired by the Fund for investment purposes. Depending on market and other conditions, the Fund may, directly or indirectly, acquire ownership or control over additional securities of the Issuer, through open market or through private acquisitions or sell securities of the Issuer either on the open market or through private dispositions in the future depending on market conditions and/or other relevant factors.
This press release is issued pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which also requires a report to be filed with regulatory authorities in which the Issuer is a reporting issuer containing information with respect to the foregoing matters (the "Early Warning Report"). A copy of the Early Warning Report will appear at www.sedar.com under the Issuer's profile.
The address of the Fund is:
European High Growth Opportunities Securitization Fund
18 rue Robert Stumper
L-2557
Luxembourg
About European High Growth Opportunities Securitization Fund
European High Growth Opportunities Securitization Fund is a fund based in Luxembourg which is in the business of investing in high growth companies.
Neither the CSE nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release. Statements included in this announcement, including statements concerning plans, intentions and expectations, which are not historical in nature are intended to be, and are hereby identified as "forward-looking statements". Forward-looking statements may be identified by words including "anticipates", "believes", "intends", "estimates", "expects" and similar expressions. The Fund cautions readers that forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those indicated in the forward-looking statements.
Contact:
Pierre Vannineuse
+44 (0) 203 855 0088
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
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