Ameriplas Holdings Ltd.: Annual and Special Meeting of Shareholders
May 21 2010 - 1:54PM
Marketwired
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
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.
Contacts: Ameriplas Holdings Ltd. Ken Morgan Chief Executive
Officer 604-692-0073
Ameriplas Holdings Ltd (TSXV:AHL)
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