News Release
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June 28, 2003
TSX Symbol: QBX
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Cubix Announces Continuance, Asset Sale, Cash Dividend, Share Consolidation, and Name Change
Cubix Investments Ltd. (QBX:TSX-V) announces a series of transactions relative
to a shift in the focus of its business from equity investments in favour of
lending on the security of non-convertible and convertible debt instruments,
as set forth in the following
CONTINUANCE TO BARBADOS
The Company will convene an Extraordinary General Meeting at which its shareholders
will be asked to approve a special resolution approving the continuance of
the Company from the jurisdiction of Bermuda to the jurisdiction of Barbados.
Once a Barbados company, Cubix intends to apply for a bank licence in accordance
with the laws of Barbados. Obtaining such a licence is consistent with a shift
in the focus of the Company’s business from equity investments in favour
of lending on the security of non-convertible and convertible debt instruments.
The Company’s preliminary investigations indicate that Cubix will qualify
for a bank licence once continued to Barbados, but there is no assurance of
this. The proposed continuance is subject to the approval of the shareholders
and the TSX Venture Exchange.
SALE OF PORTFOLIO ASSETS
In keeping with its move away from equity investments, the Company has entered
into an agreement with a related party pursuant to which the Company will sell
all of its existing equity investments for the sum of Cdn. $5,600,000.
The transaction has been approved by the independent members of the Company’s
Board and is supported by a third party valuation. A fairness opinion prepared
by Canaccord Capital Corp. dated June 25, 2003, concluded that the transaction
is fair, from a financial point of view, to the Company’s shareholders.
The transaction is subject to the approval of the TSX Venture Exchange.
DIVIDEND
The Company currently has cash on hand in the sum of approximately Cdn. $49,000,000
and has approximately 40,000,000 common shares issued and outstanding. The
Company’s Board of Directors has declared a special cash dividend of
Cdn. $1.20 per share payable on August 15, 2003, to shareholders of record
on July 31, 2003.
If Exchange approval is received to the asset sale referred to in the foregoing
and that transaction closes, the Company will have additional cash in the sum
of Cdn. $5,600,000. At that time, the Board of Directors expects to consider
the declaration and payment of a further dividend. There is no assurance that
a further dividend will be declared.
SHARE CONSOLIDATION
Given that the asset value of the Company will be substantially reduced following
payment of the dividend referred to in the foregoing, it is expected that the
Company’s shares will trade at a significantly reduced price compared
to current prices. In light of this and the significant number of shares that
the Company has outstanding, the shareholders will be asked to approve a consolidation
of the Company’s share capital at the Extraordinary General Meeting referred
to in the foregoing. The proposed consolidation ratio is one new share for
each 10 old shares. Accordingly, the currently outstanding 40,099,991 shares
will be reduced to 4,009,999 shares, less fractions where applicable, following
the consolidation. In accordance with Exchange policy, the shareholders will
also be asked to approve a change of the Company’s name. A new name has
not yet been selected, but will be included in the Information Circular to
be sent to shareholders in connection with the Extraordinary General Meeting.
The proposed share consolidation and name change are subject to the approval
of the shareholders and the TSX Venture Exchange.
For further information please contact Mr. Michael Price, President at 44-20-7977-1268.
The TSX Venture Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of this news release.
© 2007 Q Investments Ltd. (TSX: QI) - Please read our Disclaimer.
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