- Control Shareholder Michael Andlauer
Receives No Proceeds -
TORONTO, Nov. 30, 2020 /CNW/ - Michael Andlauer,
Chief Executive Officer of Andlauer Healthcare Group Inc. (TSX:
AND) (the "Company"), announced today that as of November 27, 2020 The AHG Employee Benefit Plan
Trust (the "Employee Trust"), an employee trust formed in
connection with the Company's initial public offering (the "IPO")
for the benefit of certain executive officers and employees of the
Company and its subsidiaries (the "AHG Employees"), has distributed
an aggregate of 297,050 subordinate voting shares in the capital of
the Company ("Subordinate Voting Shares"), representing
approximately 2.38% of the issued and outstanding Subordinate
Voting Shares, to beneficiaries of the Employee Trust. In addition,
Andlauer Management Group Inc. ("AMG"), a private corporation owned
and controlled by Michael Andlauer,
has transferred 45,300 Subordinate Voting Shares, representing
approximately 0.36% of the issued and outstanding Subordinate
Voting Shares, to select independent owner-operators engaged by the
Company ("Owner-Operators").
Neither Michael Andlauer nor AMG
received any proceeds from the distributions and transfers of
Subordinate Voting Shares to the AHG Employees and Owner-Operators
and the Company did not incur any expenses in connection with such
distributions and transfers.
As a trustee of the Employee Trust, Michael Andlauer may be considered to have
shared control over the Subordinate Voting Shares held by the
Employee Trust. Prior to the distributions and transfers to AHG
Employees and Owner-Operators, the Employee Trust held 417,000
Subordinate Voting Shares (representing 3.34% of the issued and
outstanding Subordinate Voting Shares) and AMG held 75,000
Subordinate Voting Shares (representing 0.60% of the issued and
outstanding Subordinate Voting Shares). Following the distributions
and transfers to AHG Employees and Owner-Operators, the Employee
Trust currently holds 119,950 Subordinate Voting Shares
(representing 0.96% of the issued and outstanding Subordinate
Voting Shares), and AMG currently holds 29,700 Subordinate Voting
Shares (representing 0.24% of the issued and outstanding
Subordinate Voting Shares).
At all times since the IPO, AMG has continued to own all of the
25,100,000 issued and outstanding multiple voting shares in the
capital of the Company (the "Multiple Voting Shares" and together
with the Subordinate Voting Shares, the "Shares"). Together with
the Subordinate Voting Shares held by AMG, this represents
approximately 66.83% of the issued and outstanding Shares and
approximately 88.95% of the voting power attached to all of the
Shares, in each case exclusive of the Subordinate Voting Shares
held by the Employee Trust. The Multiple Voting Shares are being
held for investment purposes and AMG's position may be increased or
decreased as considered appropriate in light of investment
criteria, market conditions and other factors and in accordance
with the provisions of applicable securities legislation.
It is expected that from time to time, distributions and
transfers of Subordinate Voting Shares to AHG Employees will
continue to be made by the Employee Trust as well as by AMG.
This news release is being issued under the early warning
provisions of Canadian securities legislation. A copy of the Early
Warning Report to be filed by Michael
Andlauer in connection with the transactions described above
will be available on the Company's SEDAR profile at
www.sedar.com.
The head office of the Company is located at 100 Vaughan Valley
Blvd., Vaughan, Ontario, Canada
L4H 3C5. Michael Andlauer's address
is c/o Andlauer Management Group Inc., 100 Vaughan Valley Blvd.,
Vaughan, Ontario, Canada L4H
3C5.
SOURCE Andlauer Healthcare Group Inc.