TORONTO , July 16, 2019 /CNW/ - Smoothwater Capital Corporation ("Smoothwater"), the largest shareholder of Genesis Land Development Corp. (GDC.TO) ("Genesis"), announces that during the period of August 25, 2015 to July 15, 2019 it acquired an aggregate of 359,700 common shares of Genesis (the "Common Shares") on the open market through the facilities of the Toronto Stock Exchange (the "Market Purchases"), representing approximately 0.85% of the issued and outstanding Common Shares (the "Outstanding Shares") as at May 3, 2019 , as reported by Genesis in its management's discussion and analysis for the quarter ended March 31, 2019 . The Market Purchases were made by Smoothwater at an average price of $2.74 per Common Share.
In addition, Smoothwater announces that is has acquired 908,285 Common Shares at a price of $2.50 per Common Share in a private purchase from two vendors resident in Ontario for aggregate consideration of $2,270,712.50 (the "Private Purchase"), representing approximately 2.15% of the Outstanding Shares. Smoothwater made the Private Purchase using the "private agreement" exemption contained in section 4.2 of National Instrument 62-104 – Take-Over Bids and Issuer Bids ("NI 62-104").
Combined, the Market Purchases and the Private Purchase make up a total of 1,267,985 Common Shares, representing approximately 3.01% of the Outstanding Shares.
Prior to the Market Purchases and the Private Purchase, Smoothwater and its joint actors had ownership and control over 15,123,535 Common Shares, representing approximately 35.85% of the Outstanding Shares.
After giving effect to the Market Purchases and the Private Purchase, Smoothwater has ownership and control over 16,379,520 Common Shares, representing approximately 38.83% of the Outstanding Shares. After giving effect to the purchases noted above, Smoothwater, together with its sole shareholder, Garfield Mitchell (who may be considered to be acting jointly or in concert within the meaning of applicable Canadian securities legislation with Smoothwater), beneficially owns, or exercises control and direction over, an aggregate of 16,391,520 Common Shares, representing approximately 38.86% of the Outstanding Shares.
The 359,700 Common Shares Smoothwater acquired pursuant to the Market Purchases were acquired in reliance upon the "normal course purchase" exemption from the take-over bid requirements contained in section 4.1 of NI 62-104. In the preceding 12-month period from July 16, 2019 , Smoothwater had acquired 249,300 Common Shares, representing approximately 0.59% of the Outstanding Shares. There is a published market for the Common Shares, and none of the Common Shares that are the subject of the Market Purchases were acquired for consideration with a value in excess of the market price of the Common Shares on the date of the purchases noted above, plus reasonable brokerage fees or commissions actually paid.
In purchasing the Common Shares subject to the Private Purchase, Smoothwater was entitled to rely on the "private agreement" exemption because (i) the purchase of the Common Shares was not made from more than five persons, (ii) the offer to purchase was not made generally to all holders of Common shares, and (iii) the value of the consideration paid for the Genesis common shares pursuant to the Private Purchase, including brokerage fees or commissions, was not greater than 115% of the market price of Common Shares on the Toronto Stock Exchange, as determined in accordance with section 1.11 of NI 62-104.
Smoothwater and Mr. Mitchell hold the Common Shares noted above for investment purposes. Smoothwater and/or its joint actors may, from time to time on an individual or joint basis in the future, directly or indirectly acquire ownership of or control over additional securities of Genesis.
An early warning report in connection with this press release is being filed by Smoothwater in accordance with applicable Canadian securities laws and will be available on the SEDAR website at www.sedar.com and can also be obtained by contacting Stephen J. Griggs , Chief Executive Officer of Smoothwater, at 416.644.6582.
SOURCE Smoothwater Capital Corporation
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