CL Fertilizers Holdings LLC Announces Acquisition of Shares of Itafos
June 24 2019 - 7:35AM
CL Fertilizers Holdings LLC (
CLF) announced that
since the date of its last report filed on February 28, 2018, it
has acquired an aggregate of 3,171,852 shares (the
Acquired
Shares) of Itafos (TSXV:IFOS), as follows: (i) 527,072
shares in connection with the close of a US$165 million secured
term credit facility between Itafos and a syndicate of lenders
(including CLF) (the
Bonus Shares); (ii) 1,791,780
shares (the
Private Agreement Shares) through
private purchase and sale transactions; and (iii) 853,000 shares
(the
Normal Course Purchased Shares).
The Private Agreement Shares were acquired by
way of private purchase and sale transactions in reliance on the
takeover bid exemption set forth in section 4.2 of National
Instrument 62-104 - Takeover Bids and Issuer Bids (NI
62-104). The Normal Course Purchased Shares were acquired
on the TSX Venture Exchange (the TSXV) in reliance
on the takeover bid exemption set forth in section 4.1 of NI
62-104. The acquisition of the Bonus Shares occurred on a private
placement basis.
The Normal Course Purchased Shares were acquired
at CAD$0.56 per share. The Private Agreement Shares were acquired
at CAD$0.75 per hare. The Bonus Shares were issued at a deemed
price of CAD$2.41 per share.
Immediately prior to the acquisition of the
Normal Course Purchased Shares, CLF had direct or indirect
ownership of or control over 83,771,844 shares of Itafos,
representing approximately 59.6% of the issued and outstanding
shares of Itafos (on an undiluted basis) (as reported in Itafos’
management’s discussion and analysis May 16, 2019).
Following the acquisition of the Normal Course
Purchased Shares, CLF has direct or indirect beneficial ownership
of or control over 84,624,844 shares of Itafos, representing
approximately 60.2% of the issued and outstanding shares of Itafos
(on an undiluted basis) (as reported in Itafos’ management’s
discussion and analysis dated May 16, 2019).
The Acquired Shares are being acquired for
investment purposes. However, CLF may take actions in the future in
respect of its holdings in Itafos based on the then existing facts
and circumstances, which actions could include, without limitation,
acquisitions or dispositions of shares, whether in the open market,
by privately negotiated agreement or otherwise, or in connection
with a strategic transaction with Itafos.
The registered office of Itafos is located at
P.O. Box 309, Ugland House, Grand Cayman, Cayman Islands,
KY1-1104.
For further information, including a copy of the
corresponding report filed with Canadian securities regulators,
please contact Molly Schlax at (612) 851-3083.
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