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GENTRA RECEIVES COURT ORDER CALLING DEBENTUREHOLDERS' AND SHAREHOLDERS' MEETINGS TO CONSIDER PLAN OF ARRANGEMENT

 TORONTO, July 12 /PRNewswire/ -- Gentra Inc. (formerly Royal Trustco Limited) today announced that, in response to its application, the Ontario Court (General Division) has granted a motion which enables Gentra to call meetings of its debentureholders and shareholders to consider its proposed Plan of Arrangement under section 192 of the Canada Business Corporations Act.
 Under the proposed Plan of Arrangement, Gentra would complete the previously announced planned sale to Royal Bank of Canada of certain of its Canadian and international operating subsidiaries and make certain changes to Gentra's outstanding debentures and preferred shares.
 In granting the motion, the Court instructed Gentra to hold separate meetings of the Corporation's senior debtholders on August 16, subordinated debtholders on August 19, preferred shareholders on August 18, and common shareholders on August 17. The record date for the meetings is July 16, 1993. The Court established that a two-thirds vote of the votes cast at each meeting will be required for passage of the resolution approving the plan, subject to the court's overriding discretion with respect to granting final approval.
 Gentra stated that it expects to approach the Court for its final order approving the Plan on Aug. 30, 1993. This would result in an effective time for the Plan of Arrangement, including closing of the transaction with the Royal Bank, on Sept. 1, 1993.
 It is expected that the circular to be provided to securityholders in connection with the meetings will be mailed within the next few days.
 The pro forma balance sheet of Gentra as at March 31, 1993 reflecting, among other things, the effect of the Plan of Arrangement on Gentra's financial position is below.
 Compilation Report
 To the Board of Directors of Gentra Inc.
 We have reviewed, as to compilation only, the accompanying pro forma consolidated balance sheet of Gentra Inc. as at March 31, 1993 which has been prepared for inclusion in this Management Proxy Circular. In our opinion, the pro forma consolidated balance sheet has been properly compiled to give effect to the proposed transactions and the assumptions described in the Notes thereto.
 GENTRA INC.
 Pro Forma Consolidated Balance Sheet
 As at March 31, 1993
 (Unaudited)
 Pro Forma Pro Forma
 (No exercise (Maximum exercise
 Interim of Preferred of Preferred
 Consolidated Share Retraction Share Retraction
 Balance Sheet Privilege) Privilege)
 ($ millions)
 ASSETS
 Cash, short term
 investments and
 securities 4,222 116 116
 Restricted cash,
 short term
 investments and
 securities 45 110 110
 Loans 18,498 3,929 3,929
 Less allowance
 for loan
 losses (825) (698) (698)
 Total 17,673 3,231 3,231
 Corporate real
 estate 123 123 123
 Other assets 536 168 168
 Total 22,599 3,748 3,748
 Excess of net
 proceeds over
 book value of
 Purchased
 Businesses (188) (188)
 Total 22,599 3,560 3,560
 LIABILITIES AND SHAREHOLDERS' EQUITY
 Deposits 18,387
 Other liabilities
 and borrowings 888 162 162
 Excluded Assets loan 200 200
 Trilon loan 100 100
 Senior debt 1,178 952 952
 Subordinated debt 1,263 1,263 1,263
 Junior
 subordinated debt 199
 Preferred
 shareholders' equity 766 766 231
 Common shareholders'
 equity 117 117 453
 Total 22,599 3,560 3,560
 Refer to the Notes to Pro Forma Consolidated Balance Sheet for details of pro forma adjustments.
 GENTRA INC.
 Notes To Pro Forma Consolidated Balance Sheet
 (Unaudited)
 1. Basis Of Presentation
 The accompanying unaudited pro forma consolidated balance sheet ("pro forma balance sheet") of Gentra Inc. (the corporation) as at March 31, 1993 has been prepared by the corporation to show the pro forma financial position of the corporation after giving effect to certain transactions and proposed transactions described in Note 2 below.
 The pro forma balance sheet of the corporation has been prepared based on the unaudited interim consolidated balance sheet of the corporation as at March 31, 1993, the date of the most recently available financial statements. In the opinion of the corporation, the unaudited interim consolidated balance sheet contains all adjustments necessary for the fair presentation of financial position of the corporation. Such balance sheet has been prepared on the basis that the corporation will continue to operate as a going concern for the foreseeable future. This going concern basis assumes the realization of assets and discharge of liabilities in the ordinary course of business.
 The pro forma balance sheet of the Corporation should be read in conjunction with the audited Dec. 31, 1992 consolidated financial statements of the corporation including the notes thereto. The pro forma balance sheet is intended to reflect the financial position of the corporation which would have resulted had the Arrangement and other transactions been effected on March 31, 1993. However, the pro forma balance sheet is not necessarily indicative of the financial position of the corporation that may be obtained in the future.
 On June 18, 1993, the Corporation and Royal Bank of Canada (the Bank) signed definitive acquisition and financing agreements (the Definitive Agreements) whereby the Bank would purchase, subject to certain conditions, a substantial portion of the corporation's Canadian and international operating subsidiaries. The corporation has developed various plans for collecting or liquidating the assets that are not to be sold under the Definitive Agreements. The amounts that will be realized by the corporation will depend on the state of the real estate and financial markets and the time period within which these assets will be collected, among other things. If the corporation were to dispose of these assets under a forced liquidation, their net realizable value would be significantly less than their carrying values at March 31, 1993.
 The corporation's ability to continue as a going concern for the foreseeable future is dependent on completion of the sale transaction with the Bank after meeting the conditions thereof, which include obtaining regulatory and court approvals for the transaction, and maintaining adequate liquidity through to and beyond the closing date. There is no assurance that all these events will occur.
 The pro forma balance sheet does not include the results of operations of the corporation after March 31, 1993. Under the Definitive Agreements, the results of operations of the corporation's businesses being purchased by the Bank (the "Purchased Businesses") up to the closing date are for the account of the corporation.
 The figures in the Interim Consolidated Balance Sheet column have been reclassified from the presentation adopted in the 1993 first quarter unaudited interim shareholders' report. The most significant reclassifications are presenting assets and liabilities of the corporation's United States operations in the applicable balance sheet categories rather than as a single net amount; and reflecting borrowings and subordinated debt of the corporation's subsidiaries (including debt of subsidiaries being purchased by the bank) in other liabilities and borrowings.
 Post March 31, 1993 transactions denominated in foreign currency have been translated into Canadian dollars at prevailing March 31, 1993 exchange rates.
 2. PRO FORMA ADJUSTMENTS
 I. BANK TRANSACTION
 (A) -- The Definitive Agreements contemplate that certain of the corporation's assets (the Purchased Assets) and liabilities (the Assumed Liabilities) comprise the Purchased Businesses and that the Corporation's other assets and liabilities comprise the Remaining Businesses.
 Based on March 31, 1993 book values, the corporation's consolidated balance sheet is comprised of assets and liabilities of the Purchased Businesses and the Remaining Businesses as follows:
 Remaining
 Businesses Interim
 Prior to Consolidated
 Purchased Bank Consolidation Balance
 Businesses Transaction Elimination(A) Sheet
 ($ millions)
 ASSETS
 Cash, short term
 investments and
 securities 6,454 (2,232) 4,222
 Restricted cash,
 short term
 investments
 and securities 45 45
 Loans 13,818 4,680 18,498
 Less allowance
 for loan losses (127) (698) (825)
 Total 13,691 3,982 17,673
 Investment in
 Purchased
 Businesses 1,400 (1,400)
 Corporate real
 estate 123 123
 Other assets 368 168 536
 Total 20,513 3,486 (1,400) 22,599
 LIABILITIES AND
 SHAREHOLDERS'
 EQUITY
 Deposits 18,387 18,387
 Other
 liabilities
 and borrowings 726 162 888
 Senior debt 1,178 1,178
 Subordinated debt 1,263 1,263
 Preferred
 shareholders'
 equity 766 766
 Common
 shareholders'
 equity 1,400 117 (1,400) 117
 Total 20,513 3,486 (1,400) 22,599
 (A)-- Net book value of Purchased Businesses as at March 31, 1993.
 -0- 7/12/93
 /CONTACT: Sheila Robb, public affairs of Gentra Inc., 416-981-6655/
 /FIRST AND FINAL ADD TO FOLLOW/
 (GTA.)


CO: Gentra Inc. ST: Ontario IN: FIN SU:

TS -- NY079 -- 0589 07/12/93 16:59 EDT
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