Primary Corp. to Review Corporate Structure and Suspends Dividend
March 27, 2012 15:20 ET
Primary Corp. to Review Corporate Structure and Suspends Dividend
TORONTO, ONTARIO--(Marketwire - March 27, 2012) - Primary Corp. (TSX:PYC) ("Primary" or the "Company") announces that it will commence a formal review of its corporate structure to enhance shareholder value. The Board of Directors, in conjunction with the management of the Primary and Marret Asset Management Inc. ("Marret"), the manager of Primary's investment portfolio, intend to consider a number of possible options available to Primary.
In connection with this review, Primary intends to consider offering to repurchase for cancellation a certain number of its outstanding common shares (the "Issuer Bid"). Primary has not determined the size, pricing, timing or other particulars of the Issuer Bid and will promptly announce such details if and when determined. The Issuer Bid will be subject to receipt of all required regulatory approvals, including the approval of the Toronto Stock Exchange. In addition, the commencement of the Issuer Bid will be subject to Primary receiving the requisite shareholder approval to reduce the stated capital of its common shares to an amount such that Primary will be in a position to satisfy the corporate law requirements applicable to the repurchase of shares. It is anticipated that Primary will seek such shareholder approval at its next annual and special shareholders meeting which is expected to be held during the second quarter of 2012. However, there can be no assurance that Primary will commence the Issuer Bid or seek shareholder approval for the reduction of the stated capital of its common shares.
In addition to the Issuer Bid, Primary will consider changes to its share provisions to permit additional subscriptions for, and redemptions of, common shares at net asset value on a periodic basis. Any such changes would be subject to the receipt of all required shareholder and regulatory approvals, including the approval of the Toronto Stock Exchange.
Other than the intention to consider completing an Issuer Bid, no decision on any particular option (including the Issuer Bid) has been reached at this time and there can be no assurance that the Board of Directors will determine to pursue any option. Primary will promptly announce any decision to pursue a particular option.
Primary also announces that it will be suspending its quarterly dividend payments until further notice, due in part to the recent write down in the value of Neutron Energy, Inc. and to negative performance from the balance of the portfolio. The suspension of the dividend is necessary as Primary currently cannot satisfy the corporate law requirements applicable to the payment of dividends. Primary is adequately capitalized in all respects, with approximately $45 million or 42% of its assets in cash and with no indebtedness.
About Primary Corp.
Primary trades on the Toronto Stock Exchange under the symbol PYC. Primary is focused on natural resource lending. Primary's business is primarily directed to investing in public and private debt securities of and making term loans (including bridge and mezzanine debt) to issuers in a broad range of natural resource sectors, including energy, base and precious metals and other commodities, and issuers involved in exploration and development, and may also include financing other resource‐related businesses and investing in public and private equity and quasi‐equity securities. Primary seeks to generate income mainly from its lending activities, while taking advantage of additional upside through equity participation in the companies which it finances.
Marret Asset Management Inc. is responsible for implementing Primary's investment strategy and managing Primary's investment portfolio.
About Marret Asset Management Inc.
Marret is an employee-owned firm based in Toronto and has over $5.9 billion of assets under management. Marret and its experienced team of investment professionals led by Barry Allan specialize in fixed income and, particularly, in high yield debt strategies.
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Forward-Looking Information
This news release includes certain information that may constitute "forward-looking information" under applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, statements relating to the Company's future outlook and anticipated events or results and statements regarding the Company's future financial position, business strategy, budgets, financial results, plans and objectives (including corporate structure options, the commencement of an issuer bid and the payment of dividends) and statements regarding the market and economic conditions. Forward-looking information is necessarily based upon a number of assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking information. Such risks include, but are not limited to, market and economic conditions and the other risks identified in the Company's annual information form under the heading "Risk Factors". There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. All forward-looking information contained in this press release is given as of the date hereof and is based upon the opinions and estimates of management and information available to management as at the date hereof. The Company 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 law.