Ameriplas Holdings Ltd.: Annual and Special Meeting of Shareholders
May 21 2010 - 1:54PM
Marketwired Canada
Ameriplas Holdings Ltd. (the "Company") (TSX VENTURE:AHL) is pleased to announce
that it will be holding an annual general and special meeting (the "Meeting") of
shareholders on Monday, June 21, 2010 to consider, among other matters, the
previously announced sale (the "Proposed Disposition") of the Company's
wholly-owned subsidiary, Ameriplas International Inc. ("International") and
related transactions.
In addition to the Proposed Disposition, the Company's shareholders will be
asked at the Meeting to approve the following: (i) a name change of the Company
from "Ameriplas Holdings Ltd." to "Downtown Industries Ltd.", (ii) the
consolidation of the Company's shares on the basis of up to 20 old common shares
of the Company for one new common share of the Company (the "Consolidation"),
and (iii) the adoption of a new stock option plan (the "New Stock Option Plan").
The proposed Consolidation will reduce the Company's outstanding common shares
from 25,045,388 common shares to approximately 1,252,269 common shares.
Management of the Company believes that the Consolidation will make it easier
for the Company to raise funds in the future and to attract investors.
Completion of the name change and Consolidation will be subject to completion of
the Proposed Disposition. In addition to shareholder approval, the New Stock
Option Plan, name change and Consolidation remains subject to approval by the
TSX Venture Exchange. Further details regarding the New Stock Option Plan, the
Proposed Disposition, name change and Consolidation can be obtained from the
Company's information circular (the "Circular"), which will be mailed
shareholders on May 26, 2010 and which will be available under the Company's
profile on SEDAR.
In connection with the Proposed Disposition, the Company engaged Evans & Evans,
Inc., an independent Chartered Business Valuator, to prepare a comprehensive
valuation of International and related fairness opinion (the "Report") as at
April 30, 2010. The Report concludes that, in the opinion of the authors, the
fair market value of International is nominal and that the terms of the Proposed
Disposition are fair, from a financial point of view, to the shareholders of the
Company. Shareholders are encouraged to read the Valuation in its entirety. A
copy of the Valuation will be attached as a schedule to the Circular.
ON BEHALF OF THE BOARD
Ken Morgan, Chief Executive Officer
Ameriplas Holdings Ltd (TSXV:AHL)
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