TORONTO & RED DEER, AB, Jan. 14,
2022 /CNW/ - Chesswood Group Limited (TSX: CHW)
("Chesswood"), North
America's only publicly traded commercial equipment finance
company focused on small and medium-sized businesses, and Rifco
Inc. (TSXV: RFC) ("Rifco"), a leading Canadian alternative
auto finance company, are pleased to announce the successful
completion of Chesswood's strategic acquisition of Rifco pursuant
to the previously announced statutory plan of arrangement under the
Business Corporations Act (Alberta) (the "Arrangement").
The Arrangement was approved by 98.90% of the votes cast by
Rifco shareholders at the special meeting of Rifco
shareholders held on December 17,
2021. After obtaining the requisite Rifco shareholder
approval, the Court of Queen's Bench of Alberta approved the Arrangement on
January 10, 2022.
Under the terms of the Arrangement, Rifco shareholders were
entitled to elect to receive $1.28
for each Rifco common share (a "Rifco Share") held in the
form of: (i) cash (the "Cash Consideration"); (ii) common
shares of Chesswood ("Chesswood Shares") at a deemed
price of $14.05 per Chesswood Share
(the "Share Consideration"); or (iii) a combination of Cash
Consideration and Share Consideration. Of the aggregate
consideration of approximately $28
million, Chesswood paid $21,019,623.68 in cash and issued 498,605
Chesswood Shares.
Further details of the Arrangement are set out in Rifco's
management information circular dated November 25, 2021 (the "Circular").
If a registered Rifco shareholder did not make a valid
consideration election by December 10,
2021 ("Non-Electing Shareholders"), that Rifco
shareholder has been deemed to have elected to receive Share
Consideration in exchange for their Rifco Shares.
Non-Electing Shareholders should send their completed letters of
transmittal and election forms and certificates representing their
Rifco Shares to the depositary for the Arrangement, TSX Trust
Company, in accordance with the instructions contained in the
letter of transmittal and election form in order to receive the
Share Consideration to which they are entitled pursuant to the
Arrangement. A copy of the Circular and letter of transmittal
and election form can be found under Rifco's profile at
www.sedar.com.
"We are excited to work with Rifco's management and staff to
strengthen Rifco's market position by leveraging off of Chesswood's
strengths and are so glad to have them join the Chesswood family,"
said Ryan Marr, Chesswood's
President and CEO.
The Chesswood Shares issued as Share Consideration were listed
for trading on the Toronto Stock Exchange (the "TSX") upon
closing of the Arrangement. The Rifco Shares were delisted from the
TSX Venture Exchange (the "TSXV") at the close of trading on
the date hereof.
Corporate Revolver Renewal
Chesswood is also pleased to announce it has completed the
renewal of its corporate revolver. This facility is provided by a
syndicate of banks, including leading Canadian and U.S. banks
active in our industry, and is co-led by RBC Capital Markets and TD
Securities.
"Our revolving credit facility provides us tremendous
opportunity to fund our current and future growth. We are excited
to announce we are expanding the base commitment to US$300 million and the accordion feature to
US$100 million, for a total potential
facility amount of US$400 million,"
said Marr. "This renewal provides greater financial and operational
flexibility for the company as it pursues its strategic plan,
including a welcomed reduction in our cost of funds. This renewal
reflects the strong commitment Chesswood continues to receive from
its lenders. We're very grateful for the support of our lenders in
Canada and the United States" added Marr.
The term of the senior revolving facility now extends to
January 2025 and provides the Company
with a strong capital base from which to support future
growth.
About Chesswood Group Limited
Through two wholly-owned subsidiaries in the United States and three subsidiaries in
Canada, Chesswood Group Limited is
North America's only publicly
traded commercial equipment finance company focused on small and
medium-sized businesses. Colorado-based Pawnee Leasing Corporation,
founded in 1982, finances a highly diversified portfolio of
commercial equipment leases and loans through relationships with
over 600 brokers in the United
States. Tandem Finance Inc. provides financing in the U.S.
through the equipment vendor channel. In Canada, Blue Chip Leasing Corporation has been
originating and servicing commercial equipment leases and loans
since 1996, and today operates through a nationwide network of more
than 50 brokers. Vault Credit Corporation specializes in equipment
leases and commercial loans across Canada, allowing for customizable financing
solutions while catering to a wide spectrum of credit tiers,
equipment types and sectors by offering industry-leading service
levels, experienced underwriters and account administrators. Vault
Home was launched in September 2021
and focuses on providing home improvement and other consumer
financing solutions in Canada.
Based in Toronto, Canada, the
Chesswood Shares trade on the TSX under the symbol CHW.
To learn more about Chesswood Group Limited, visit
www.Chesswoodgroup.com.
The websites of Chesswood's operating subsidiaries (other than
Rifco) are:
www.PawneeLeasing.com
|
www.BlueChipLeasing.com
|
www.TandemFinance.com
|
www.VaultCredit.com
|
www.VaultPay.ca
|
|
About Rifco Inc.
Rifco is focused on being the best alternative auto finance
company through its wholly owned subsidiary Rifco National Auto
Finance Corporation. Its mission is to help deserving Canadians own
automobiles.
Rifco seeks to create sustainable long-term competitive
advantages through personalized partnerships with dealers,
innovative products, the use of industry-leading data and
analytics, and leading collections practices. Rifco's corporate
culture fosters employees that are highly engaged, innovative and
performance driven.
To learn more about Rifco, visit www.rifco.net
Caution Regarding Forward-Looking Information
This news release includes "forward-looking information" within
the meaning of applicable securities laws relating to, among other
things, the successful integration of Rifco and the accreted use
and continuing availability of credit facilities.
Forward-looking information may in some cases be identified
by words such as "will", "anticipates", "expects", "intends" and
similar expressions suggesting future events or future performance.
Chesswood cautions that all forward-looking information is
inherently subject to change and uncertainty and that actual
results may differ materially from those expressed or implied by
the forward-looking information. A number of risks, uncertainties
and other factors could cause actual results and events to differ
materially from those expressed or implied in the forward-looking
information or could cause Chesswood's current objectives,
strategies and intentions to change. Accordingly, Chesswood warns
readers to exercise caution when considering statements containing
forward-looking information and that it would be unreasonable to
rely on such statements as creating legal rights regarding
Chesswood's future results or plans. Chesswood cannot guarantee
that any forward-looking information will materialize and readers
are cautioned not to place undue reliance on this forward-looking
information. Any forward-looking information contained in this news
release represents expectations as of the date of this news release
and are subject to change after such date. However, Chesswood is
under no obligation (and Chesswood expressly disclaims any such
obligation) to update or alter any statements containing
forward-looking information, the factors or assumptions underlying
them, whether as a result of new information, future events or
otherwise, except as required by law. All of the forward-looking
information in this news release is qualified by the cautionary
statements herein.
Forward-looking information is provided herein for the purpose
of giving information about the matters referred to above. Readers
are cautioned that such information may not be appropriate for
other purposes. A comprehensive discussion of other risks that
impact Rifco can also be found in its public reports and filings
which are available under its profile on SEDAR at
www.sedar.com.
None of TSXV, TSX or their respective Regulation Services
Providers (as that term is defined in the policies of the relevant
exchange) accepts responsibility for the adequacy or accuracy of
this release.
SOURCE Chesswood Group Limited