Benvest Capital Announces Proposed Conversion to an Income Trust.MONTREAL Montreal (mŏn'trēôl`), Fr. Montréal (môNrāäl`), city (1991 pop. 1,017,666), S Que., Canada, on Montreal island, surrounded by St. Lawrence River and Rivière des Prairies. -- Benvest Capital Inc. (TSX TSX Toronto Stock Exchange (TSE before April, 2002) TSX Transfer from Stack Pointer to Index TSX True Space Extension :BCI BCI Bat Conservation International BCI Brain-Computer Interface BCI Business Continuity Institute BCI Business Cycle Indicators BCI Banco de Credito e Inversiones (Chilean bank) BCI Bell Canada International ) today announced that its Board of Directors has approved a proposal to reorganize re·or·gan·ize v. re·or·gan·ized, re·or·gan·iz·ing, re·or·gan·iz·es v.tr. To organize again or anew. v.intr. To undergo or effect changes in organization. Benvest into an income trust to be called the Benvest New Look Income Fund.The Board believes that the proposed reorganization is in the best interests of Benvest and its shareholders. The proposed reorganization will be implemented by way of a Plan of Arrangement which is subject to shareholder, court and applicable regulatory approvals.A management information circular Information Circular A document sent to shareholders outlining important matters to be discussed at the annual shareholders' meeting. Notes: Sent along with a proxy, the information circular may cover matters such as the election of the Board of Directors, possible prepared in connection with a special shareholders' meeting shareholders' meeting n. a meeting, usually annual, of all shareholders of a corporation (although in large corporations only a small percentage attend) to elect the Board of Directors and hear reports on the company's business situation. to be held in April and describing the reorganization in detail and other relevant information will be mailed to shareholders later in March. Pursuant to the Arrangement, if approved, Benvest shareholders will receive one unit in the Fund for every one Benvest share. Taxable shareholders will be offered an option to receive shares exchangeable into units for a portion of their Benvest shareholdings, subject to certain limitations. The proposed Arrangement will result in the creation of a new income trust which will own all of Benvest's existing assets and business, consisting primarily of the business of Lunetterie New Look and cash from the sale of its investment in CMN CMN Common CMN Children's Miracle Network (since 1983; Salt Lake City, Utah) CMN Certificate of Medical Necessity CMN Canadian Museum of Nature CMN Community Mapping Network CMN Common Information International.The Fund intends to make monthly distributions.The underlying business of Benvest/New Look will continue to be effectively managed by the current highly dedicated and qualified team of professionals. The Board has unanimously recommended that Benvest shareholders approve the proposed Arrangement.Directors and officers of Benvest owning or controlling approximately 63% of Benvest's shares intend to vote their shares in favour of the Plan of Arrangement.The Company and the Board of Directors believe that, in its current state, the business and balance sheet of Benvest/New Look is ideally suited for an income trust model where distributions of operating profit Operating profit (or loss) Revenue from a firm's regular activities less costs and expenses and before income deductions. operating profit See operating income. can be made to unitholders at the same time as there is sufficient capital to grow the business successfully. The Board of Directors of Benvest has been advised by Dlouhy Merchant Group Inc. that the consideration to be received pursuant to the Arrangement is fair, from a financial point of view, to all Benvest shareholders. If this plan is approved by shareholders, it is anticipated that it will have the following benefits: - The combined value of the distributions and the market value of the units of the income trust will be greater than the combined value of dividends that could otherwise be paid by Benvest and the market value of Benvest shares. - The trust will have greater access to capital to fund growth. - The conversion into an income trust will attract new investors and provide more liquidity than is currently available for Benvest shares. - The cash distributions to unitholders will provide attractive yields in the marketplace. Until August 31st, 2003, Benvest Capital Inc. was a merchant bank with a diverse portfolio of assets in various service industries. Its new corporate mission is as an operating public company with New Look as its base.New Look is a leading enterprise in the eye care industry in Eastern Canada Eastern Canada (also the Eastern provinces) is the region of Canada generally considered to be east of Manitoba, consisting of the following provinces:
Effective November 30th, 2004, Benvest sold its investment in CMN International Inc. (real estate services industry) for a consideration of US$14,995,000.Post-closing of the CMN transaction, Benvest holds one non-strategic asset:The Fitness Company (82%), a US health and fitness club company.y BENVEST CAPITAL INC. (TSX:BCI) |
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