Press Release: Working Opportunity Fund Updates Ahead of May 18, 2021 AGM
Further to the April 7, 2021 announcement of the Working Opportunity Fund (EVCC) Ltd. (“WOF” or the “Fund”) that it had entered into a definitive arrangement agreement (the “Arrangement Agreement”) for a proposed acquisition (the “Transaction”), below is an update.
Important reminders for WOF Shareholders:
- The virtual WOF Shareholder Meeting scheduled for 5:00 pm (Pacific Time) on May 18, 2021 and available at the following link: https://web.lumiagm.com/416472061 (password: working2021)
- The deadline to submit your proxy is 5:00 pm (Pacific Time) on May 14, 2021
- For WOF Venture Shareholders, the deadline to submit your Election Notice (if you choose to continue to hold you WOF Venture Shares) is 5:00 pm (Pacific Time) on May 14, 2021
- Note: If you attend the AGM, you can still vote at the AGM however the Election Notice must be submitted by 5:00 pm (Pacific time) on May 14, 2021 and cannot be submitted at the AGM.
WOF held an information call for shareholders and advisors on May 5, 2021. We appreciated the notable turnout and have included a copy of the presentation online. We have also added additional Questions & Answers to our website reflecting questions asked during the call and that summarizes information set out in the management information circular (the “Circular). These questions include further background to the determination of the purchase price, the negotiation of the potential additional cash payment for Venture Series, particularly given the active technology IPO and M&A markets over the past year, and steps taken with respect to the conflict of the manager with respect to the Transaction. We encourage you to review the Questions and Answers and other information on our website:
We also wish to confirm certain matters in the Circular. As noted in the Notice of Meeting, two directors will be elected by shareholders at the AGM. There is a typographical error in the Circular with respect to the directors listed for election by shareholders and appointed by the Fund’s sponsor and we confirm that Stephen Hunt will be seeking election at the AGM (as correctly listed in the proxy) and that Susan Alley will be appointed by the Fund’s sponsor. With respect to the cash payment for Ventures Series shareholders, we confirm that as previously disclosed both the Adjusted Price per WOF Balanced Share (Series 1) and the Adjusted Price per WOF Balanced Share (Series 2) (as those terms are defined in the Circular) are subject to a maximum increase or decrease of 5% (the “Maximum Adjustment”). For clarity’s sake, the parties have amended the Plan of Arrangement to better document the Maximum Adjustment. The amendment does not change the commercial terms of the Transaction and is meant only to correct a typographical error in the Plan of Arrangement. The amendment to the Plan of Arrangement will be available for review on the Fund’s SEDAR profile. Also, while the Fund’s registered and records office was correctly listed elsewhere in the Circular, there was a typographical error with respect to the address listed on page 59. As the correct unit number and postal code were listed, the Fund should receive all correspondence; however, any shareholder that has communicated with the Fund may wish to confirm the address used and re-send, if necessary, to the Fund’s registered and records office located at 2400-1055 West Georgia Street, Vancouver, BC, V6E 3P3.
Important reminder for Venture Series shareholders – You have a choice. If the Transaction is approved, by default you will receive the cash purchase price. There is also the potential for additional cash payments if there any divestment activity that occurs within one year following the AGM. Alternatively, WOF Venture Shareholders have the opportunity to continue to participate in the potential upside of the portfolio by choosing to stay invested by completing the election form that is attached to the proxy form. As noted in the Circular WOF portfolio companies explore exit opportunities and receive expressions of interest from time to time, however there is no assurance that any such activities will ultimately result in the sale of the portfolio company at current carrying values or otherwise and as such, these activities alone do not generally impact NAV. As previously disclosed in the Fund’s management reports of fund performance, with the concentration of the investments in the portfolio, a binding transaction regarding a potential liquidity event for a particular portfolio company could have a significant impact on the carrying value of the portfolio holding and on the potential divestment proceeds that may be realized.
Please read the Circular carefully including the Risk Factors section, to fully understand the Transaction, its benefits and the risks associated, and we encourage you to consult your tax, financial, legal or other professional advisors so that you can make an informed to decision.
The Transaction is subject to a number of conditions, including approval of the Supreme Court of British Columbia and shareholders. There can be no assurance that the Transaction will be completed on the basis proposed for the Arrangement or at all.
For more information please contact:
Investment Associate, Private Equity
Vice President of Marketing
Forward Looking Statements
This news release contains forward looking statements which primarily relate to the ability to complete the Transaction as described including the expected results of the Transaction including with respect to liquidity, and for Venture Series shareholders in particular the individual choice provided, the limited condition right to an additional cash payment and statements about participating in future performance of Venture Series’ portfolio and the timing, the ability to complete, and the amount of proceeds realized (at current values or otherwise) from potential divestments. All forward looking statements are based on the Board’s and/or the Manager’s current beliefs and assumptions on a range of factors including about the Fund and economic factors and assessments regarding the Transaction which are subject to numerous known and unknown risks, uncertainties and other factors that may cause the actual results, events or developments to be materially different from any future results, events or developments expressed or implied by such forward-looking statements. Such factors include the ability to finalize the conditions to competition of the Transaction including obtaining shareholder approvals and any required regulatory approvals, assessments of current and past considerations of strategic options for the Venture Series and the Commercialization Series including statements, and recent developments in the Fund’s operating climate, and possible future divestments from the portfolios (at current carrying values or otherwise),developments that may affect the Fund, and the Venture Series and the Commercialization Series portfolios and performance. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. The Fund does not assume any obligation to update any forward-looking statements made in this release. There can be no assurance that any expression of interest with respect to a particular portfolio holding will result in a divestment at current carrying values or otherwise. Further, there can be no assurance that the Transaction will be completed on the basis proposed for the Arrangement or at all.