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BBC Capital Management Inc.: Update on Proposed Acquisition of Cornerstone Granite and Marble Wholesale, Inc.


VANCOUVER, British Columbia British Columbia, province (2001 pop. 3,907,738), 366,255 sq mi (948,600 sq km), including 6,976 sq mi (18,068 sq km) of water surface, W Canada. Geography
 -- BBC BBC
 in full British Broadcasting Corp.

Publicly financed broadcasting system in Britain. A private company at its founding in 1922, it was replaced by a public corporation under royal charter in 1927.
 Capital Management Inc. (the "Company") (TSX TSX Toronto Stock Exchange (TSE before April, 2002)
TSX Transfer from Stack Pointer to Index
TSX True Space Extension
  VENTURE:BBC.P) is pleased to provide an update on its proposed acquisition of Cornerstone cornerstone

Ceremonial building block, dated or otherwise inscribed, usually placed in an outer wall of a building to commemorate its dedication. Often the stone is hollowed out to contain newspapers, photographs, or other documents reflecting current customs, with a view to
 Granite and Marble Wholesale, Inc. ("CGMW CGMW Commission for the Geological Map of the World "). The Company announced on September 16, 2004 that it had reached an agreement in principle with CGMW and its sole shareholder, Anthony Leeber Jr., to acquire all of the issued and outstanding shares of CGMW in exchange for the issuance of 62,500,000 shares from the treasury of the Company at a deemed price of $0.375 per share, for aggregate deemed consideration of $23,437,500.

CGMW is a private Florida corporation which imports and supplies, on a wholesale basis, raw granite and marble slabs, sinks, tiles, hardware and fabrication fabrication (fab´rikā´shn),
n the construction or making of a restoration.
 supplies. CGMW and Mr. Leeber, Jr. are arm's length arm's length adj. the description of an agreement made by two parties freely and independently of each other, and without some special relationship, such as being a relative, having another deal on the side or one party having complete control of the other.  parties to the Company.

The Company has completed its due diligence Research; analysis; your homework. This term has caught on in all industries, because it sounds so "wired." Who would want to do analysis or research when they can do due diligence. See wired.  of CGMW and has entered into a definitive Share Exchange Agreement with Mr. Leeber, Jr. On the Closing Date, the Company will issue to Mr. Leeber, Jr. 15,000,000 common shares of the Company. The balance of the shares, to an aggregate maximum of 62,500,000, will be allotted al·lot  
tr.v. al·lot·ted, al·lot·ting, al·lots
1. To parcel out; distribute or apportion: allotting land to homesteaders; allot blame.

2.
 and reserved for issuance over a maximum of six (6) years based on CGMW achieving the following revenue and EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) A metric used to show a company's profitability, but not its cash flow. EBITDA became popular in the 1980s to show the potential profitability of leveraged buyouts, but has become  targets (all dollar figures in U.S. dollars):
No. of Shares             Gross Revenue                    EBITDA
Released       (aggregate since Closing)  (percentage of revenues)
-------------   -----------------------    ----------------------

10,000,000                 $  5,000,000                  Eight (8)
 9,500,000                 $ 12,500,000                  Eight (8)
 8,500,000                 $ 27,500,000               Sixteen (16)
 8,500,000                 $ 45,000,000              Eighteen (18)
 5,500,000                 $ 70,000,000            Twenty Two (22)
 5,500,000                 $100,000,000           Twenty Four (24)



All shares issued to Mr. Leeber, Jr. as consideration for CGMW will be held in escrow escrow

Instrument, such as a deed, money, or property, that constitutes evidence of obligations between two or more parties and is held by a third party. It is delivered by the third party only upon fulfillment of some condition.
 and released over a period of six years.

In its news release dated September 16, 2004, the Company announced a non-brokered financing for up to gross proceeds of $1,000,000 before offering costs. This "sidecar 1. sidecar - Synonym slap on the side. Especially used of add-ons for the late and unlamented IBM PCjr.
2. sidecar - The IBM PC compatibility box that could be bolted onto the side of an Amiga.
" financing is in the form of non-interest bearing, non-recourse loans from investors. These loans are convertible to common shares of the Company at a price of $0.50 per share upon completion of the acquisition of CGMW as the Company's Qualifying Transaction.

The Company is pleased to announce an increase in this "sidecar" financing to gross proceeds of $1,727,500 before offering costs. To date an aggregate of $1,914,017 has been advanced to the Company as non-interest bearing, non-recourse loans by 21 lenders. Funds advanced to the Company in excess of the maximum "sidecar" financing will, at the option of the lenders, be included in the additional financing described below.

The Company also announces a further non-brokered private placement financing of up to gross proceeds U.S.$2,000,000 before offering costs. The offering will be of 1,600,000 common shares of the Company at the price of U.S.$1.25 per share of which 400,000 shares have already been subscribed and paid for. The Company has received commitments for the balance of the offering and will close concurrently with completion of the acquisition of CGMW. This additional financing will be used to provide CGMW with working capital to expand its business and purchase further inventory of raw granite and marble slabs.

The Company has made certain advances to CGMW from the proceeds of the "sidecar" loans to assist CGMW with its working capital needs. An additional $225,000 has been advanced by the Company to CGMW from the Company's own funds.

All advances by the Company to CGMW are secured by a registered charge on the assets of CGMW and the personal guarantee of Mr. Leeber, Jr.

If the acquisition of CGMW as the Company's Qualifying Transaction does not complete, the "sidecar" lenders will be entitled en·ti·tle  
tr.v. en·ti·tled, en·ti·tling, en·ti·tles
1. To give a name or title to.

2. To furnish with a right or claim to something:
  to a pro-rata assignment from the Company of the security held by the Company over the assets of CGMW and the guarantee of Mr. Leeber Jr. but they will have no recourse The right of an individual who is holding a Commercial Paper, such as a check or promissory note, to receive payment on it from anyone who has signed it if the individual who originally made it is unable, or refuses, to tender payment.  against the Company directly for recovery of their loans.

CGMW has completed an audit of its financial statements for the period from its incorporation in March, 2004 to October 31, 2004 and posted a net less of U.S.$657 on sales of U.S.$1,015,871. CGMW has also completed unaudited financial statements for the six month period commencing August 1, 2004 and ending January 31, 2005, which show a gross profit of U.S.$630,358 and net income of U.S.$288,582 on sales U.S.$2,134,506. This represents a gross margin for the period of approximately 29%, exceeding the Company's expectations.

The Company has made its formal submission to the TSX Venture Exchange TSX Venture Exchange

Originally called the Canadian Venture Exchange (CDNX), this was a result of the merger of the Vancouver and Alberta stock exchanges. The goal of TSX Venture Exchange is to provide venture companies with effective access to capital while protecting investors.
 for approval of the Qualifying Transaction.

The Company does not intend to seek shareholder approval for the Qualifying Transaction as the Qualifying Transaction is not a Non Arm's Length Qualifying Transaction (as defined in the TSX Venture Exchange policies).

The Company intends that this transaction will constitute its Qualifying Transaction. Upon approval and completion of the Qualifying Transaction, the Company will carry on through CGMW, as its wholly-owned subsidiary, the business of wholesale importation and distribution of raw slabs of granite, marble and other stone used in the construction industry, together with stone fabrication tools and supplies.

ON BEHALF OF THE BOARD OF DIRECTORS OF BBC CAPITAL MANAGEMENT INC.

Aly Mawji, President

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

BBC Capital Management Inc. (TSX VENTURE:BBC.P)
COPYRIGHT 2005 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2005, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Date:Apr 1, 2005
Words:934
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