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Mon, June 28, 2010

Ameriplas Shareholders Approve Sale of Subsidiary, Consolidation, Name Change and New Stock Option Plan and Execution of Defini


Published on 2010-06-28 06:00:22 - Market Wire
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VANCOUVER, BRITISH COLUMBIA--(Marketwire - June 28, 2010) - Ameriplas Holdings Ltd. ("Ameriplas" or the "Company") (TSX VENTURE:AHL) is pleased to announce the results of its annual general and special meeting of shareholders (the "Meeting"), which was held on June 21, 2010 in Montreal, Quebec.

At the Meeting, the shareholders of the Company approved all of the resolutions put before them including approving: (i) by special resolution and by a resolution of disinterested shareholders, the previously announced sale by Ameriplas of its wholly-owned subsidiary, Ameriplas International Inc. ("International"), to Andre Lussier, Clement Lussier and Francois Fournier (the "Directors"), each of whom are directors of the Company, (ii) by special resolution, the consolidation of the common shares of the Company on the basis of up to 20 old common shares of the Company for one new common share of the Company, (iii) by special resolution, the change of the name of the Company from Ameriplas Holdings Ltd. to Downtown Industries Ltd., and (iv) by ordinary resolution, the adoption of a new 10% rolling stock option plan (the "Plan"), the election of all of the incumbent directors of the Company, including Kenneth Morgan, and the appointment of the Company's auditor, Tremblay, Rosso, SPRCP, Inc., Chartered Accountants. The Plan remains subject to TSX Venture Exchange (the "Exchange") approval.

Following the Meeting, the Company entered into definitive share purchase agreements pursuant to which Kenneth Morgan will acquire (the "Acquisition") an aggregate of 14,878,653 common shares of the Company in consideration of the sum of $1.00 payable to the Directors, and pursuant to which the Company will sell (the "Disposition", together with the Acquisition, the "Transaction") to the Directors all of the outstanding shares of International. In consideration for the purchase of International's shares, the Directors will pay to the Company the sum of $1.00 and take assignment of and assume the obligation to pay, all current and long term liabilities of the Company in the amount of approximately $1,879,798.

The Company advises that it expects the Transaction to close on or about July 10, 2010, at which time it is expected that the Company's common shares will be transferred to the NEX board of the Exchange due to the Company no longer satisfying the Tier 2 maintenance requirements for an Exchange Tier 2 issuer.

Further particulars regarding the transaction are disclosed in the Company's news releases dated April 12, 2010, May 12, 2010 and May 21, 2010.

ON BEHALF OF THE BOARD

Ken Morgan, Chief Executive Officer


Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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