CALGARY, Dec. 6, 2016 /CNW/ – Mosaic Capital Corporation (“Mosaic“) (TSX-V Symbols: M, M.PR.A and M.DB) is pleased to announce that its board of directors has approved a quarterly dividend on Mosaic’s common shares (TSX-V Symbol: M) of $0.10 per share (or $0.40 per share on an annualized basis). This dividend will be paid December 30, 2016 to holders of record on December 15, 2016. The objective of paying a dividend is to allow common shareholders of Mosaic to participate in our free cash flow while ensuring Mosaic retains sufficient capital to preserve its strong balance sheet, continue its acquisition strategy and fund organic growth.
Mosaic’s dividend on its common shares is designated to be an eligible dividend for purposes of the Income Tax Act (Canada) and any similar provincial or territorial legislation. An enhanced dividend tax credit applies to eligible dividends paid to Canadian residents.
Dividend Reinvestment Plan
Mosaic also announces that it has adopted a Dividend Reinvestment Plan (the “Plan“). The Plan will take effect beginning with the December dividend, with the dividend to be paid on December 30, 2016 to shareholders of record at the close of business on December 15, 2016. Eligible shareholders who wish to participate in the Plan must enroll in the Plan sufficiently in advance of the December 15, 2016 record date, as described in further details below.
The Plan provides eligible shareholders of Mosaic with an opportunity to receive, by reinvesting the quarterly cash dividends declared payable on their common shares of Mosaic, additional common shares of Mosaic. The Plan allows Mosaic to elect to have the common shares of Mosaic purchased on the open market or issued from treasury with or without a discount of up to 3%.
Currently, common shares of Mosaic purchased on the open market or issued from treasury will not be purchased at a discount. Such discount may be changed by the board of directors of Mosaic from time to time.
Registered shareholders who wish to enroll in the Plan must notify Computershare Trust Company of Canada (the “Plan Agent“) by providing a duly completed enrollment form (the “Enrollment Form“), a copy of which is attached to Schedule A of the Plan and is available on Mosaic’s website at www.mosaiccapitalcorp.com.
Beneficial shareholders who hold their common shares through one or more nominees and wish to enroll in the Plan should contact their broker, investment dealer, financial institution or other nominee through which their common shares are held to provide appropriate instructions and to ensure any deadlines or other requirements that such broker or nominee may impose or be subject to are met. These instructions will be collected and aggregated within the brokerage system and ultimately communicated to the Plan Agent.
To be eligible to participate in the Plan, shareholders must be resident in Canada. Unless otherwise announced by Mosaic, a shareholder who is resident in any jurisdiction outside of Canada may not participate in the Plan.
Mosaic reserves the right to limit the amount of equity available under the Plan on any particular dividend payment date. No assurances can be made that common shares will be made available under the Plan on a quarterly basis, or at all. Accordingly, participation may be prorated in certain circumstances. If on any dividend payment date Mosaic determines not to elect to have common shares of Mosaic purchased on the open market or issued from treasury, the availability of common shares is prorated in accordance with the terms of the Plan, or for any other reason a dividend cannot be reinvested under the Plan, the participants will be entitled to receive from Mosaic the full amount of the regular dividend for each common share in respect of which the dividend is payable but cannot be reinvested under the Plan.
All administrative costs of the Plan will be paid by Mosaic. Beneficial shareholders should consult the brokers, investment dealers, financial institutions or other similar nominees through which their common shares are held to confirm whether commissions, service charges or similar fees are payable.
Participation in the Plan does not relieve shareholders of any liability for taxes that may be payable in respect of dividends that are reinvested in common shares under the Plan. Shareholders should consult their tax advisors concerning the tax implications of their participation in the Plan having regard to their particular circumstances.
A complete copy of the Plan is available on Mosaic’s website at www.mosaiccapitalcorp.com or by contacting Mosaic directly at the number indicated below, or on the Plan Agent’s website at www.computershare.com/investorcentrecanada. Shareholders should carefully read the complete text of the Plan before making any decisions regarding their participation in the Plan.
Retention of Hybrid Financial Ltd.
Mosaic is also pleased to announce that it has retained Hybrid Financial Ltd. (“Hybrid“) to provide Mosaic with investor relations services, including marketing, distribution and business development services. Under the terms of the agreement with Hybrid, Mosaic will pay a monthly retainer fee of $10,000 and the term of the agreement shall begin on December 1, 2016 and continue for 3 months ending February 28, 2017. The agreement may be terminated by Mosaic upon 10 days’ written notice.
Hybrid was co-founded by Steve Marshall and Alexandre Cote in early 2011 to provide retail-focused origination and distribution services to the investment management industry throughout North America. Hybrid is based in Toronto, Ontario and also has an office in Montreal, Quebec. Neither Hybrid nor any of its directors and officers own any securities of Mosaic.
Retention of Integral Wealth Securities Limited
Additionally, Mosaic is pleased to announce that it has retained Integral Wealth Securities Limited (“Integral“) to provide market-making services in accordance with TSX Venture Exchange (“TSXV“) policies. Integral will trade securities of Mosaic on the TSXV for the purposes of maintaining an orderly market of Mosaic’s securities.
In consideration of the services provided by Integral, Mosaic will pay integral a monthly cash fee of $6,000. Integral will not receive shares or options as compensation. However, Integral and its clients may have or may acquire a direct interest in the securities of Mosaic. Mosaic and Integral are unrelated and unaffiliated entities; Integral is a member of the Investment Industry Regulatory Organization of Canada (“IIROC“) and can access all Canadian Stock Exchange and Alternative Trading Systems. The capital and securities required for any trade undertaken by Integral as principal will be provided by Integral.
The agreement will have a minimum term of 12 months, subject to the one-time right of Mosaic to terminate the agreement after three months. Following the 12-month anniversary of the agreement, Mosaic may terminate the agreement on 30 days notice.
Established in 2003, Integral is a private, independent, IIROC licensed investment dealer headquartered in Toronto with offices in Calgary, Vancouver, Ottawa, Nanaimo (B.C.) and Sidney (B.C.). Integral’s capital markets group provides financing, strategic advisory, and market making services to emerging companies in three principal sectors: oil and gas, metals and mining and diversified industries.
ABOUT MOSAIC CAPITAL CORPORATION
Mosaic is a Canadian investment company that owns a portfolio of established businesses which span a diverse range of industries and geographies. Mosaic’s strategy is to create long-term value for its shareholders through accretive acquisitions, long-term portfolio ownership, sustained cash flows and organic portfolio growth. Mosaic achieves its objectives by maintaining financial discipline, acquiring businesses at attractive valuations, performing extensive acquisition due diligence, utilizing optimal transaction structuring and working closely with subsidiary businesses after acquisition.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
FORWARD-LOOKING INFORMATION
This news release contains forward-looking information and statements within the meaning of applicable Canadian securities laws (herein referred to as “forward-looking statements”) that involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. All information and statements in this news release which are not statements of historical fact may be forward-looking statements. The words “believe”, “expect”, “intend”, “estimate”, “anticipate”, “project”, “scheduled”, and similar expressions, as well as future or conditional verbs such as “will”, “should”, “would”, and “could” often identify forward-looking statements. In particular, forward-looking statements in this news release include, but are not limited to: the payment of the dividend on December 30, 2016; the reinvestment of quarterly dividends on common shares of Mosaic; the current discount under the Plan with respect to common shares of Mosaic purchased on the market or issued from treasury; the procedures of the Plan Agent with respect to the collection of instructions from shareholders; and the services to be provided by Hybrid and Integral. Such statements or information are only predictions and reflect the current beliefs of management with respect to future events and are based on information currently available to management. Actual results and events may differ materially from those contemplated by these forward-looking statements due to these statements being subject to a number of risks and uncertainties.
Undue reliance should not be placed on these forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By their nature forward-looking statements involve assumptions and known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions and other forward-looking statements will not occur. Some of the assumptions made by Mosaic, upon which such forward-looking statements are based include, but are not limited to: Mosaic will be able to obtain all required regulatory approvals; future market conditions will not be materially different than anticipated by Mosaic; there will be no material changes to government and environmental regulations affecting Mosaic or its operations; and the business operations of the operating businesses of Mosaic will continue on a basis consistent with prior years.
A number of factors could cause actual results to differ materially from those expressed or implied by the forward-looking statements, including, but not limited to: prevailing economic conditions; unexpected changes in the financial markets (including in the trading price of the securities of Mosaic); and changes in the general economic and business conditions of one or more of Mosaic and its subsidiaries. Should any of the risks or uncertainties facing Mosaic and its subsidiaries materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results, performance, activities or achievements could vary materially from those expressed or implied by any forward-looking statements contained in this news release. Readers are cautioned that the foregoing list of risks is not exhaustive. Additional information on these and other factors that could affect the operations or financial results of Mosaic and its subsidiaries are included in Mosaic’s annual information form for the year ended December 31, 2015, a copy of which is available under Mosaic’s profile on SEDAR (www.sedar.com).
Although Mosaic believes that the expectations represented by any forward-looking-statements contained herein are reasonable based on the information available to it on the date of this news release, management cannot assure investors that actual results, performance or achievements will be consistent with these forward-looking statements. Any forward-looking statements herein contained are made as of the date of this news release and Mosaic does not assume any obligation to update or revise them to reflect new information, events or circumstances, except as required by law.
SOURCE MOSAIC CAPITAL CORPORATION
