TORONTO, Nov. 13, 2020 /CNW/ - Thomvest Asset Management Ltd. ("Thomvest") today filed a report of its ownership of common shares ("Common Shares") and warrants ("Warrants") of Liminal BioSciences Inc. (the "Corporation") pursuant to National Instrument 62–103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues. The Common Shares and Warrants are held through Structured Alpha LP ("SALP"), a limited partnership of which Thomvest is the sole general partner.
On November 3, 2020, the Corporation completed transactions pursuant to securities purchase agreements with accredited investors, including SALP (the "Private Placement"), pursuant to which SALP agreed to acquire 3,157,894 Common Shares along with accompanying warrants to purchase up to 3,157,894 Common Shares ("2020 Warrants"). The purchase price for each Common Share was USD$4.75 for aggregate consideration paid by SALP of USD$14,999,996.50 (C$19,717,495.40, based on the Bank of Canada daily average exchange rate on November 3, 2020 of USD$1.00 = C$1.345). The acquisition of the Common Shares and the 2020 Warrants in the Private Placement was funded from SALP's available liquidity.
The 2020 Warrants acquired by SALP in the Private Placement are immediately exercisable at an exercise price of USD$5.50 per share, subject to adjustments as provided under the terms of the 2020 Warrants. The 2020 Warrants expire on the fifth anniversary of the date of issuance.
SALP's Interest in the Securities of the Corporation
On April 23, 2019, SALP filed an early warning report disclosing its ownership, directly and indirectly, of Warrants to acquire an aggregate of 168,735,308 Common Shares, together with 16,718,235,701 Common Shares, representing approximately 80.84% of the then outstanding Common Shares after giving effect to the exercise of such Warrants. On July 5, 2019, the Company completed a 1,000-for-one share consolidation, such that, immediately prior to the completion of the transactions described above, (i) the Corporation had 23,313,164 Common Shares outstanding, and (ii) SALP beneficially owned, or exercised control or direction over, directly and indirectly, (a) Warrants to acquire an aggregate of 168,735 Common Shares, and (b) 16,718,235 Common Shares, which represented approximately 71.91% of the outstanding Common Shares after giving effect to the exercise of such Warrants to acquire Common Shares.
Immediately following the closing of the transactions described above and after giving effect to the Private Placement, (i) the Corporation had 29,385,945 Common Shares outstanding, and (ii) SALP beneficially owns, or exercises control or direction over, Warrants to acquire an aggregate of 3,326,629 Common Shares, together with 19,876,129 Common Shares, representing approximately 67.6% of the outstanding Common Shares without giving effect to the exercise of such Warrants. SALP would beneficially own, or exercise control or direction over, directly and indirectly, an aggregate 23,202,758 Common Shares, or approximately 70.9% of the 32,712,524 outstanding Common Shares after giving effect to the exercise of such Warrants, representing a decrease in its partially diluted beneficial ownership or control of Common Shares of 9.94% since its last report.
SALP holds the Common Shares and Warrants for investment purposes. As the general partner of SALP, Thomvest continually reviews investment alternatives and may purchase or sell securities of the Corporation from time to time in accordance with applicable laws. It is not Thomvest's current expectation or intention to privatize the Corporation.
A copy of the early warning report may be obtained on request to Thomvest Asset Management Ltd. at (416) 364–8700.
Thomvest Asset Management Ltd.
Structured Alpha LP
65 Queen Street West
SOURCE Thomvest Asset Management Ltd.
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