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CD Plus.com Ltd. -
CD Plus.com shares acquired by Wayne Albo and Working Ventures
CD Plus.com Ltd.
CDW
Shares issued 45,120,086
1999-09-09 close $0.9
Friday Sep 10 1999
Mr. Wayne Albo reports
Wayne P. Albo and Working Ventures Canadian Fund Inc. wish to confirm that
they have acquired 16,143,136 common shares of CD Plus.com Ltd. (the
corporation) (approximately 35.8 per cent of the issued and outstanding common
shares), and 16,510,026 common shares (approximately 36.6 per cent of the
issued and outstanding common shares), respectively.
Each of Mr. Albo and Working Ventures acquired the common shares held by
them in connection with the previously announced acquisition (the reverse
takeover) by the corporation (then called Signature Brands Limited) of all of the
issued and outstanding securities of CD Plus.com Inc. in exchange for securities of
the corporation.
The reverse takeover was completed on Aug. 5, 1999, pursuant to an agreement
among the shareholders of CD Plus.com Inc., the corporation and CD Plus.com
Inc. In connection with the reverse takeover, the name of the corporation was
changed from Signature Brands Limited to CD Plus.com Ltd.
In addition, Mr. Albo and Working Ventures acquired 3,240,800 Class A
convertible special shares of the corporation and 1,769,000 special shares
respectively. Each special share is deemed to be converted into one common
share if the 20-day weighted average price per common share reaches 81.5 cents
anytime during the period commencing Aug. 5, 1999, and ending Aug. 5, 2000,
one-half of the special shares (5.5 million special shares) will be deemed to be
converted into common shares on a 1 for 1 basis, subject to certain adjustments;
and if the 20-day weighted average price per common share reaches $1.01
anytime during the period commencing Aug. 5, 1999, and ending Aug. 5, 2001,
the balance of the special shares then outstanding will be deemed to be converted
into common shares on a 1 for 1 basis, subject to certain adjustments. The 20-day
weighted average price per common share has surpassed $1.01.
Mr. Albo and Working Ventures are parties to a voting trust agreement dated
May 11, 1999, pursuant to which such parties have agreed that each will vote all
common shares held by them in favour of three nominees of Mr. Albo and two
nominees of Working Ventures for election to the board of directors of the
corporation at each annual meeting of shareholders of the corporation until such
time as Working Ventures holds less than 20 per cent of the then issued and
outstanding common shares.
Pursuant to an escrow agreement dated the July 30, 1999, among Mr. Albo and
Working Ventures, among others, and CIBC Mellon Trust Company and the
corporation one-half of the common shares and special shares held by each of
Mr. Albo and Working Ventures are subject to an escrow. One-third of such
securities will be released from escrow on each of July 30, 2000, July 30, 2001,
and July 30, 2002.
There are currently 45,120,086 common shares and 11,000,000 special shares
outstanding.
The common shares of the corporation controlled by Mr. Albo and Working
Ventures are held as an investment. Neither Mr. Albo nor Working Ventures has
any present plans to acquire additional securities of the corporation or to sell any
securities of the corporation which they respectively control, but each does intend
to review their respective investments on a continuing basis and may increase or
decrease their respective control of securities of the corporation in the future. Any
such increase or decrease will depend on various factors including, among other
things, the price and availability of securities of the corporation, subsequent
developments affecting the corporation or its business, other available investment
and business opportunities, general stock market and economic conditions, tax
considerations and required regulatory approvals.
(c) Copyright 1999 Canjex Publishing Ltd. canada-stockwatch.com
Regards Terry McCartan |
