TORONTO, June 23, 2022–(BUSINESS WIRE)–Starlight Investments Capital LP (“star capital“) announced today that as of the date of this press release, Stone Investment Group Limited (“Rock“) cannot satisfy the closing condition of maintaining a minimum of $630 million in assets under management (“Statement of assets under management“) pursuant to the arrangement agreement entered into on April 7, 2022 between Starlight Capital, Stone, Stone-SIG Acquisition Limited, 13613429 Canada Inc. and 13909841 Canada Inc., as amended on May 6, 2022 (the “arrangement agreement“).
In the event that the asset under management condition is not satisfied by June 30, 2022, Starlight Capital does not currently intend to complete the transaction unless at least 10,500 of the unsecured debentures of First Ranking at 9.0% outstanding of Stone (the “Debentures“) are irrevocably tendered no later than 5:00 p.m. on June 24, 2022 to the offer launched on November 29, 2021, as amended, by Stone-SIG Acquisition Limited for $800 per debenture (as amended on November 15, 21, 22 and December 27, 2021, and on January 28, March 31 and May 19, 2022, the “Stone offer“).
Richard Stone, Chief Executive Officer and Director of Stone, has executed and delivered a Letter of Transmittal to tender into the Stone Offer the 728 Debentures beneficially owned by him, subject to joint acceptance with the closing of transactions under the Accord arrangement. As of the date of this press release, Starlight Capital has been advised by Stone-SIG Acquisition Limited that it now holds Letters of Transmittal relating to 7,192 Debentures.
This press release contains certain “forward-looking statements” under applicable Canadian securities laws that are not historical facts. Forward-looking statements involve risks, uncertainties and other factors that could cause actual results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements in this press release include, but are not limited to, statements regarding: the Debentures, the Stone Offer, whether further Debentures will be tendered under the Stone Offer, whether the assets under management condition will be satisfied under the Arrangement Agreement and whether Starlight Capital will complete the transactions contemplated under the Arrangement Agreement. Forward-looking statements are necessarily based on a number of estimates and assumptions which, while believed to be reasonable, are subject to known and unknown risks, uncertainties and other factors which may cause actual results to differ. and future events will differ materially from those expressed or implied by such statements. forward-looking statements. These factors include, but are not limited to: the ability of the parties to the Arrangement Agreement to satisfy their closing conditions; general business, economic and social uncertainties; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments and other risks beyond the control of Starlight Capital. Although Starlight Capital believes that the assumptions and factors used in preparing forward-looking statements are reasonable, undue reliance should not be placed on such statements, which speak only as of the date of this press release, and no no assurance can be given that such statements of events will occur within the time periods disclosed or at all. Except as required by applicable law, Starlight Capital disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
About Starlight Capital and Starlight Investments
Starlight Capital is an independent asset management firm offering mutual funds, exchange-traded funds, memory funds and structured products. Our goal is to provide investors with superior risk-adjusted returns through a disciplined investment approach, business-focused investing. Starlight Capital is a wholly owned subsidiary of Starlight Investments. Starlight Investments is a private, full-service, multi-family and commercial real estate investment and asset management company. The firm manages over $25.0 billion in direct real estate as well as real estate investment securities on behalf of institutional joint ventures as well as publicly traded REITs, closed-end funds and investment funds, and is led by an experienced team of over 360 professionals. Please visit us at www.starlightcapital.com and connect with us on LinkedIn.
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