MISSISSAUGA, Ontario, Sept. 06, 2022 (GLOBE NEWSWIRE) — Smart Employee Benefits Inc. (“SEB” or the “Company”) (TSXV: SEB) (OTCQB: SEBFF) a pacesetter in advantages processing options and providers introduced on June 24, 2022 by way of press launch (the “Initial Press Release”) that it had entered into a 3rd amending settlement to its secured revolving credit score facility settlement (the “Credit Agreement”) with its worldwide asset-focused lender (the “Lender”) to, amongst different issues, lengthen availability to $15,000,000 below the present Credit Agreement.
Co-operators Financial Services Limited (“Co-operators”), a strategic investor in SEB, together with the third amending settlement to the Credit Agreement, supplied an amended and restated restricted assure dated June 24, 2022 (the Amended and Restated Limited Guarantee”) in favour of the Lender within the quantity of $10,000,000 (a rise of $5,000,000), and, accordingly, SEB issued a corresponding amended and restated promissory word in favour of Co-operators dated June 24, 2022 (the “Amended and Restated Promissory Note”). Should the Lender name on the Amended and Restated Limited Guarantee, any quantity paid by Co-operators to the Lender could be deemed to be a compensation below the Credit Agreement and in consequence such quantity would even be deemed to be owing by SEB to Co-operators below the Amended and Restated Promissory Note. The Amended and Restated Promissory Note contemplated that SEB could be entitled to repay the curiosity thereunder in shares supplied that any such share issuance(s) could be topic to relevant regulatory and TSX Venture Exchange approval on the time of such share issuance. Further particulars concerning the transaction are contained within the Initial Press Release.
Based on its evaluate of the Initial Press Release and the accompanying materials change report, workers of the Ontario Securities Commission (“OSC”) has requested, pursuant to CSA Staff Notice 61-302 and the evaluate program thereunder, that the Company present additional clarifying disclosure with respect to the minority shareholder approval requirement for the issuance of shares in reference to the Amended and Restated Promissory Note. This press launch is being supplied on the request of the OSC for that function.
The issuance of the Amended and Restated Promissory Note accompanying the Amended and Restated Limited Guarantee is taken into account to be a associated social gathering transaction throughout the which means of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61- 101 (“MI 61-101”). There was an relevant exemption from the valuation requirement in that the Company’s frequent shares are and have been listed on the TSX Venture Exchange on the related time. The Amended and Restated Promissory Note was obtained from Co- operators on cheap industrial phrases that aren’t much less advantageous to the
Company than if the Amended and Restated Promissory Note had been obtained from an individual dealing at arm’s size with the Company. However, because the Amended and Restated Promissory Note included a conversion characteristic for the fee of curiosity on the word, there was no appropriate exemption (together with the 25% market capitalization exemption) from the minority shareholder approval requirement below MI 61-101 in respect of the Amended and Restated Promissory Note. As a end result, the OSC has suggested that the Company isn’t permitted to concern shares to repay curiosity below the Amended and Restated Promissory Note until it obtains prior approval from minority shareholders at a gathering of shareholders in accordance with MI 61-101. Since regulatory approval and shareholder approval has not been obtained for any such share issuance, as contemplated by the phrases of the Amended and Restated Promissory Note, it’s anticipated that the curiosity payable will both be capitalized and added to the principal below the Amended and Restated Promissory Note or repaid in money.
The Company has supplied its written enterprise to the OSC confirming that it’s going to not concern shares in fee of curiosity below the Amended and Restated Promissory Note with out first acquiring minority shareholder approval in accordance with MI 61-101 for the Amended and Restated Promissory Note together with the conversion characteristic thereunder. At this time, the Company doesn’t intend to name a gathering of shareholders for this function.
A cloth change report has been filed on SEDAR together with this clarifying press launch.
About Smart Employee Benefits Inc.:
SEB is an Insurtech firm centered on Benefits Administration Technology driving two interrelated income streams – software program/options and providers. The Company is a confirmed supplier of modern IT and advantages processing software program, options and providers for the Life and Group advantages market and authorities. We design, customise, construct and handle mission vital, end-to-end know-how, individuals and infrastructure options utilizing SEB’s proprietary applied sciences and experience and companion applied sciences. We handle mission vital business processes for over 150 blue chip and authorities accounts, nationally and globally. Over 90% of our income and contracts are multi-year recurring income streams contracts associated to authorities, insurance, healthcare, advantages and e-commerce. Our options are supported nationally and globally by over 600 multi-certified technical professionals in a multi-lingual infrastructure, from a number of places of work throughout Canada and globally.
Our options embody each software program and providers pushed ecosystems together with a number of SaaS options, cloud options & providers, managed providers providing good sourcing (close to shore/offshore), managed safety providers, customized software program improvement and help, skilled providers, deep methods integration experience and a number of specialty follow areas together with AI, CRM, BI, Portals, EDI, e-commerce, digital transformation,
analytics, mission administration to say a couple of. The Company has greater than 20 strategic partnerships/relationships with main international and regional know-how and consulting organizations.
Forward-Looking Statements
Certain info on this launch, might represent forward-looking info. In some instances, however not essentially in all instances, forward-looking info might be recognized by means of forward-looking terminology comparable to “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “is positioned”, “estimates”, “intends”, “assumes”, “anticipates” or “does not anticipate” or “believes”, or variations of such phrases and phrases or state that sure actions, occasions or outcomes “may”, “could”, “would”, “might”, “will” or “will be taken”, “occur” or “be achieved”. In addition, any statements that check with expectations, projections or different characterizations of future occasions or circumstances comprise forward-looking info. Statements containing forward- wanting info are usually not historic details however as a substitute characterize administration’s expectations, estimates and projections concerning future occasions.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS RELEASE REPRESENTS THE COMPANY’S CURRENT EXPECTATIONS AND, ACCORDINGLY, IS SUBJECT TO CHANGE. HOWEVER, THE COMPANY EXPRESSLY DISCLAIMS ANY INTENTION OR OBLIGATION TO UPDATE OR REVISE ANY FORWARD- LOOKING INFORMATION, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE, EXCEPT AS REQUIRED BY APPLICABLE LAW.
Neither TSX Venture Exchange Inc. nor its Regulation Services Provider (as that time period is outlined within the insurance policies of the TSX Venture Exchange Inc.) accepts accountability for the adequacy or accuracy of this launch.
Media and Investor Contact John McKimm President/CEO/CIO
Office (888) 939-8885 x 2354
Cell (416) 460-2817
[email protected]
www.seb-inc.com
