CALGARY, March 1, 2019 /CNW/ - Mainstreet Equity Corp. ("Mainstreet" or the "Corporation") (TSX: MEQ) today announced that all of the holders ("Holders") of the Corporation's remaining outstanding incentive stock options ("Options"), each of which is a director or officer of the Corporation, have exercised their Options, at an exercise price of $5.51 per common share of the Corporation ("Common Share") in accordance with the terms of Mainstreet's stock option plan (the "Option Plan"). As a result of such exercise, Mainstreet has no options issued or outstanding, and as the Option Plan has expired, no further Options may be issued until such time as the Corporation approves a new stock option plan.
Under the Option Plan, the Holders may elect to exercise their Options, or alternatively may jointly elect with the Corporation to receive a cash settlement, whereby they may receive the "in the money value" of the Option in lieu of purchasing the number of Common Shares purchasable under the Option (a "Cash Settlement"). Each Holder elected to receive a Cash Settlement in respect of a portion of their Options and to exercise the remainder for Common Shares. Based on the closing price of the Common Shares on the Toronto Stock Exchange ("TSX") on February 28, 2019, being $45.75, the Corporation paid an aggregate amount of $ 10,968,426.05 to the Holders pursuant to the Cash Settlement election and issued an aggregate of 549,425 Common Shares, representing 6.22% of the issued and outstanding Common Shares. Following such issuance, the Corporation has 9,381,730 Common Shares issued and outstanding.
Bob Dhillon, Chief Executive Officer of Mainstreet added, "Given we believe the current trading value of the common shares of Mainstreet is significantly below what we believe is the underlying net asset value of the Common Shares, Management is of the view that jointly electing to use the Cash Settlement alternative under the Option Plan to pay Option holders the "in the money value" for a portion of the exercised Options is a prudent use of available cash of the Corporation".
In connection with the exercise of the Options, Navjeet (Bob) Dhillon, of 305 – 10th Avenue SE, Calgary, Alberta T2G 0W2, Chief Executive Officer and a director of Mainstreet, (who currently has direct and indirect ownership or control over 3,815,700 Common Shares, representing 43.2% of the outstanding Common Shares) acquired 501,300 Common Shares, resulting in Mr. Dhillon directly and indirectly owning or controlling 4,317,000 Common Shares which represents 46% of the outstanding Common Shares following the exercise of the Options. Mr. Dhillon paid $5.51 per Common Share acquired for aggregate proceeds to the Corporation of $2,762,163.
A copy of Mr. Dhillon's Early Warning Report under National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues will be available on SEDAR at www.sedar.com or by contacting Karen Engel at (403) 215-6070. Mr. Dhillon has acquired the Common Shares solely for investment purposes and has no present intention to increase his beneficial ownership of or control over any of the Corporation's securities.
Forward-Looking Information
Certain statements contained herein constitute "forward-looking statements" as such term is used in applicable Canadian securities laws. These statements relate to, among other things, Mainstreet's believe that the current trading price of the Common Share is below the net asset value of the Common Shares and that the Cash Settlement Alternative is a prudent use of the Corporation's funds. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions of future events or performance (often, but not always, using such words or phrases as "expects" or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "estimates" or "intends", or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved) are not statements of historical fact and should be viewed as forward-looking statements.
Such forward-looking statements are not guarantees of future events or performance and by their nature involve known and unknown risks, uncertainties and other factors, including those risks described in the Corporation's Annual Information Form under the heading "Risk Factors" including the current value of the Common Shares is not significantly below the net asset value of the Common Shares and that may cause the actual results, performance or achievements of the Corporation to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Although the Corporation has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, other factors may cause actions, events or results to be different than anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could vary or differ materially from those anticipated in such forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking statements contained herein.
Forward-looking statements are based on management's beliefs, estimates and opinions on the date the statements are made, and the Corporation undertakes no obligation to update forward-looking statements if these beliefs, estimates or opinions should change, except as required by applicable securities laws or as otherwise described therein.
SOURCE Mainstreet Equity Corporation
