Walton Westphalia Development Corporation (the Corporation) has converted (the “Conversion“) its 8% unsecured, subordinated, convertible, extendable debentures and related interest debentures (collectively, the “Debentures“) and unpaid accrued interest thereon up to and including May 5, 2019, into class B non-voting common shares of the Corporation (“Class B Shares“), as previously announcing on April 24, 2019. The Conversion was completed effective May 6, 2019.
Pursuant to the Conversion, holders of Debentures received, for each $1,000 amount of Debentures and outstanding interest thereon, 2,104.5146 Class B Shares. As a result, the approximate total of $23.9 million of Debentures and interest thereon outstanding was converted into 50,408,558.2122 Class B Shares. There are now 53,425,728.2122 Class B Shares outstanding and no Debentures outstanding. Fractional Class B Shares were issued on the Conversion rounded up to the nearest fourth decimal.
As each holder of Class B Shares prior to the Conversion were also debenture holders at that time based on the proportions issued by the Corporation under its original prospectus and private placement offerings, the percentage of the total number of outstanding Class B Shares held by each shareholder immediately prior to the Conversion did not change as a result of the Conversion. The Conversion did not dilute any ownership interests and all existing shareholders will continue to own their existing percentage of the overall assets and liabilities of the Corporation.
No action will be required on the part of the Debenture holders to complete the Conversion. The Conversion will be processed by the trustee of the Debentures, Computershare Trust Company of Canada and, upon issuance of the Class B Shares, the Corporation will be discharged of all of its liability for the repayment of the principal amount and unpaid interest accrued under the Debentures. Notwithstanding that no action is required on the part of Debenture holders with respect to the Conversion, the Corporation and Computershare request that Debenture holders mail the certificates evidencing their Debentures (including interest debentures) to Computershare for cancellation at the following address:
Computershare Trust Company of Canada 600, 530 “ 8th Avenue SW Calgary, Alberta T2P 3S8 Attention: Corporate Trust
In March of 2020, each investor will receive, by mail, a T5 tax slip indicating the amount of interest the investor will be required to report for income tax purposes.
The Corporation is managed by Walton Global Investment Ltd and the development of the project is managed by Walton Development & Management (USA), Inc., both of which are members of the Walton Group of Companies.
The Walton Group of Companies (“Walton“) is a multinational real estate investment, planning, and development group concentrating on the research, acquisition, administration, planning and development of strategically located land in major North American growth corridors.
Its communities are comprehensively designed in collaboration with local residents for the benefit of community stakeholders. Its goal is to build communities that will stand the test of time: hometowns for present and future generations.
This news release, required by Canadian laws, does not constitute an offer of securities, and is not for distribution or dissemination outside Canada. This news release contains forward looking information, and actual future results may differ from what is disclosed in this news release. The risks, uncertainties and other factors that could influence results are described in the prospectus and other documents filed with Canadian securities regulatory authorities and available online at www.sedar.com. Except as otherwise noted, all amounts are in Canadian dollars.
For media inquiries, please contact: Camila Roncancio
Email: [email protected]