VANCOUVER, BRITISH COLUMBIA–(Marketwired – May 25, 2016) –
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR RELEASE TO US NEWS WIRE SERVICES
Maple Peak Investments Inc. (“Maple Peak“) (TSX VENTURE:MAP.P), a capital pool company as defined under Policy 2.4 of the TSX Venture Exchange (the “Exchange“), is pleased to provide this update on the proposed acquisitions regarding Melco International Development Ltd. (“Melco“) and MelcoLot Limited (“MelcoLot“) that were previously announced on April 4, 2016. The acquisition of common shares of Melco (the “Melco Investment“) and the acquisition of common shares of MelcoLot (the “MelcoLot Investment“, together with the Melco Investment are referred to as the “Transactions“), subject to receipt of all necessary regulatory and Exchange approvals, will constitute Maple Peak’s “Qualifying Transaction” as defined by Policy 2.4 of the Exchange.
The Meeting, Management Information Circular and Shareholder Approval
Maple Peak held a special meeting of shareholders of Maple Peak (“Meeting“) to consider the Majority of the Minority Shareholder Approval (as such term is defined in Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101“)) of the Transactions on May 25, 2016 and the Transactions received approval from 100% of the votes cast by shareholders who are not interested parties to the Transactions.
A management information circular dated April 25, 2016 setting out the purposes of and the required approvals to be passed at the Meeting (the “Circular“) was filed on SEDAR (www.sedar.com) on May 2, 2016 pursuant to Exchange requirements. The Circular is the disclosure document that outlines, among other items, the details of the Melco Investment and MelcoLot Investment, information about Maple Peak, Melco and MelcoLot and their respective business, including financial statements of Maple Peak and other financial information relating to Maple Peak, Melco and MelcoLot. Readers of this release are encouraged to review the information in the Circular.
As the Transactions may each be considered a Related Party Transaction, accordingly, Maple Peak sought and received Majority of the Minority Shareholder Approval (as such term is defined in MI 61-101) of the Transactions at the Meeting. MI 61-101 further provides that, unless exempted, an issuer proposing to carry out a Related Party Transaction is required to engage an independent valuator to prepare a formal valuation of the affected securities and to provide to the holders of the affected securities a summary of such valuation. However, in connection with the Transactions, an exemption from this valuation requirement is available pursuant to MI 61-101, because none of the securities of Maple Peak are listed or quoted on any of the exchanges or markets listed in MI 61-101.
Exchange Conditional Approval
The Exchange has provided conditional approval of the Qualifying Transaction based on the following:
- Maple Peak being classified as a Tier 2 Investment Issuer;
- Maple Peak obtaining the requisite shareholder approval at the Meeting;
- Maple Peak buying marketable (listed) securities at market through the facilities of an exchange;
- The Melco Investment and MelcoLot Investment to be held in Canadian brokerage accounts and all funds held by Maple Peak will be held in Canadian Chartered Banks; and
- Receipt of final documentation.
In addition, the Exchange has requested that the Resulting Issuer (as such term is defined by the Exchange) provide an undertaking to make filings with the Exchange with respect to all future investments to ensure maintenance of non-emerging market issuer status and non-gaming operatorship status.
Pursuant to the Policy 2.2 of the Exchange, sponsorship is required in conjunction with a Qualifying Transaction; however, Maple Peak has received a waiver of the sponsorship requirement from the Exchange.
About the Directors and Officers of Maple Peak
Following the completion of the Qualifying Transaction, all of the current directors and officers of Maple Peak will remain as directors and officers of Maple Peak with: (i) Samuel Yuen-Wai Tsang appointed as the new Chief Financial Officer and Corporate Secretary; (ii) Lawrence Yau Lung Ho appointed as a new director and the Chairman; and (iii) Robert Kang appointed as a new independent director. Information regarding all proposed directors and officers is included in the Circular.
About Maple Peak
Maple Peak, a capital pool company within the meaning of the policies of the Exchange, was incorporated in February 7, 2013 and was listed on the Exchange on October 1, 2014. Maple Peak does not have any operations and has no assets other than cash. Maple Peak’s business is to identify and evaluate businesses and assets with a view to completing a Qualifying Transaction under the policies of the Exchange.
ON BEHALF OF THE BOARD OF DIRECTORS OF MAPLE PEAK INVESTMENTS INC.
Dennis Chi-Wai Tam, Chief Executive Officer, Chief Financial Officer, Corporate Secretary and Director
Certain information provided in this press release regarding Melco and MelcoLot has been provided to Maple Peak by the respective parties and has not been independently verified by Maple Peak.
Completion of the Transactions is subject to a number of conditions, including but not limited to, Exchange acceptance and pursuant to Exchange Requirements, majority of the minority shareholder approval. The Transactions cannot close until the required shareholder approval is obtained. There can be no assurance that the Transactions will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Circular prepared in connection with the Transactions, any information released or received with respect to the Transactions may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transactions and has neither approved nor disapproved the contents of this press release.
The information in this news release includes certain information and statements about management’s view of future events, expectations, plans and prospects that constitute forward looking statements. These statements are based upon assumptions that are subject to significant risks and uncertainties. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance may differ materially from those anticipated and indicated by these forward looking statements. Although Maple Peak believes that the expectations reflected in forward looking statements are reasonable, it can give no assurances that the expectations of any forward looking statements will prove to be correct. Except as required by law, Maple Peak disclaims any intention and assumes no obligation to update or revise any forward looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward looking statements or otherwise.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Chief Executive Officer, Chief Financial Officer,
Corporate Secretary and Director
Tel: (852) 9212-1666
[email protected]
Samuel Yuen-Wai Tsang
Director
Tel: (852) 9861-3293
[email protected]
(Thurman) Tat Hong So
Director
Tel: (604) 488-5219
[email protected]
