TORONTO, Feb. 26, 2021 /CNW/ – Trez Capital Senior Mortgage Investment Corporation (TSX: TZS) (the “Company”) announced today that its board of directors has declared a special distribution of $0.478 per Class A share of the Company (the “Special Distribution”). The Special Distribution, which constitutes a return of capital pursuant to the winding-up of the Company’s business, as previously approved by shareholders on June 16, 2016 (“Orderly Wind-up Resolution”), will be paid on March 29, 2021 to holders of Class A shares of record at the close of business on February 12, 2021. As of February 25, 2021, there were 7,318,067 Class A shares outstanding. The Special Distribution payment is not subject to any condition and will be made in cash.
The Company also announced today that it will be seeking approval from shareholders at the Company’s upcoming Annual and Special Meeting of shareholders, which is expected to be held on or around May 6, 2021 (the “Meeting”), of a resolution (the “Revocation Resolution”) to revoke the Orderly Wind-Up Resolution. Notwithstanding the proposed Revocation Resolution, the directors of the Company intend to continue to pursue an orderly disposition of the Company’s assets and distribution of cash as and when available. By revoking the Orderly Wind-up Resolution, the directors will be relieved of their obligation to seek a dissolution of the Company thereby enabling the directors to explore a transaction or series of transactions that could monetize the value of Company as a publicly-listed entity.
To the extent the directors of the Company are able to secure such a transaction, further value may be available to shareholders beyond the value to be realized through the dissolution process alone. The entirety of the Revocation Resolution, and further disclosure regarding the particulars of the Revocation Resolution, will be made available in the Company’s management information circular to be sent to shareholders in connection with the Meeting. There is no assurance that any such transaction will occur should the Revocation Resolution be approved at the Meeting. Further, any such transaction may require additional shareholder and other regulatory approvals depending on the nature and structure of the transaction.
Certain statements in this press release contain forward-looking information, including statements relating to the proposed Revocation Resolution and future of the Company. Such forward-looking information may be identified by words such as “anticipates”, “plans”, “proposes”, “estimates”, “intends”, “expects”, “believes”, “may” and “will”. The forward-looking statements are founded on the basis of expectations and assumptions made by the Company. Details of the risk factors relating to the Company and its business are discussed under the heading “Business Risks and Uncertainties” in the Company’s annual Management’s Discussion & Analysis for the year ended December 31, 2020 and under the heading “Risk Factors” in the Company’s Annual Information Form dated March 31, 2020, copies of which are available on the Company’s SEDAR profile at www.sedar.com. Most of these factors are outside the control of the Company. Investors are cautioned not to put undue reliance on forward-looking information. These statements speak only as of the date of this press release. Except as otherwise required by applicable securities statutes or regulation, the Company expressly disclaims any intent or obligation to update publicly forward-looking information, whether as a result of new information, future events or otherwise.
SOURCE Trez Capital Senior Mortgage Investment Corporation
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