Venture Series

April 7, 2021 – Working Opportunity Fund Enters into Definitive Agreement and Announces Shareholder Meeting Date

December 21, 2020 – Working Opportunity Fund Announces Letter of Intent

December 18, 2020 – Working Opportunity Fund Provides Update on Commercialization Series and Update on Scheduling of Annual General Meeting

A virtual shareholder meeting is scheduled for May 18, 2021.

Updates and more detailed information will be made available on this website. You will also be sent a package of materials ahead of the meeting

What are the options for WOF Venture Shareholders?

• • Cash (default option)
  • Elect to continue to hold your WOF shares

What are the benefits to WOF Venture Shareholders?

How do I cash out my WOF Venture Shares?

Shareholders will receive cash, at a discount to net asset value, by default, and potential additional cash payments. The cash payments will be paid into the same account where you hold your shares.

Under the Transaction, unless you elect otherwise, you will sell you shares for a cash payment equal to 43.5% of the NAV per Venture Series share as at April 5, 2021.

You will receive 50% when the Transaction completes and 50% six months later.

You also will have a right to an additional cash payment from PTF based on a percentage share of net gains from what WOF valued the portfolio investments at completion of the Transaction if there is divestment activity in the Venture Series portfolio before May 18, 2022.

The amount of this potential additional cash payment depends on how soon after our AGM the divestment occurs:

• • if a divestment completes on or before November 18, 2021, you will receive your pro rata portion of 60% of the net gain
  • if a divestment completes on or before February 18, 2022, you will receive your pro rata portion of 45% of the net gain exiting
  • if a divestment completes on or before May 18, 2022, you will receive your pro rata portion of 20% of the net gain exiting, subject certain conditions.

If you hold your shares in a RRSP held with WOF, you must take steps to  transfer that cash out to another RRSP account or your account will ultimately be deregistered. If deregistered,  you cash will be subject to withholding tax and income tax.

If I choose to keep my WOF Venture Shares invested, what are the potential benefits and  risks going forward?

As a continuing shareholder, you:

• • will receive your pro rata share of 95% of the net divestment proceeds
  • will be able to request annual redemption of your shares at for an amount equal to 40% of NAV per share at the time, the amount available to fund these redemptions will be limited to 5% of the net divestment proceeds
  • may have your shares redeemed without you requesting redemption at a price equal to 50% of NAV per share after 5 years or earlier if certain conditions are met.

Under an amended and restated management agreement, a 2.5% of NAV “all-in” management fee will be accrued and paid to the Manager only when there are proceeds available upon a divestment from the portfolio.

Realized value and timing of future divestments from the Venture Series portfolio are uncertain. These are the same risks that existed when you decided to purchase your Venture Series Shares.

In addition, there may not be liquidity to process future redemption requests which will be at a discount to NAV.  Also,  your shares maybe subject to forced redemptions at a discount to NAV in the future. 

If you would like to continue to hold your shares you must make an election to do so and ensure that your account is eligible to continue to hold the shares.

Is this deal fair from a financial point of view for WOF Venture Shareholders?

Yes. The Special Committee of WOF’s Board engaged an independent qualified firm that concluded the Transaction is fair from a financial point of view to WOF Venture Shareholders.

The Board believes the Transaction is the best option for shareholders at this time having considered other options and the benefits of the Transaction and having weighed the risks associated with the Transactions and with not pursuing it.

Who is the Acquiror?

Pender Growth Fund (“PTF”) is the acquirer.  PTF is  also managed by our manager. 

Given this actual and perceived conflict, the Special Committee engaged an independent qualified firm that has provided the fairness opinion described above.

Shareholder meeting information

When and where is the WOF Shareholder Meeting being held?

The WOF Shareholder Meeting is to be held on May 18, 2021 at 5:00 pm (Vancouver Time) virtually only. The Shareholder Circular you receive by mail will explain how to attend (will also be made available on WOF’s website).

We will also update our website with all key information regarding the virtual AGM.

How do I attend the WOF Shareholder Meeting?

Information on how to attend the virtual meeting will be mailed to you.

Can I ask questions during the WOF Shareholder Meeting?

Yes. Shareholders accessing the meeting online will have an opportunity to ask questions in writing during the meeting.

How do I vote?

You can vote ahead of the meeting by following the instructions included on your proxy. You can also vote at the meeting.

The WOF Shareholder Meeting is to be held on May 18, 2021 at 5:00 pm (Vancouver Time) virtually only. The Shareholder Circular you receive by mail will explain how to attend (will also be made available on WOF’s website).

We will also update our website with all key information regarding the virtual AGM.

If you have questions about your investment in WOF, please contact your investment advisor or please contact Prometa Fund Support Services by phone (888-787-9561), fax (888-747-0984) or email (workingopportunityfund@prometa.ca).