BPLI Holdings Inc. (“BPLI” or the “Company“) (TSXV: BPLI) is pleased to announce that, at its annual and special meeting (“Meeting“) of shareholders held today, shareholders of BPLI voted to approve the previously announced plan of arrangement pursuant to the Canada Business Corporations Act (the “Arrangement“). Pursuant to the Arrangement, Rizbollo Holdings Limited (“Rizbollo“) and Name 3 Capital Inc. (“Name 3“), through 12491125 Canada Inc., will, among other things, acquire all of the issued and outstanding common shares of BPLI (the “Shares“) at a price of $0.23 per Share other than certain Shares owned or controlled by Rizbollo and Name 3.
The Arrangement required approval by the affirmative vote of at least two-thirds of the votes cast by holders of the Shares represented in person or by proxy at the Meeting. Of the votes cast at the Meeting with respect to the Arrangement, a total of 96,098,029 Shares were voted in favour of the Arrangement, representing approximately 98.96% of the votes cast on the special resolution approving the Arrangement.
In addition, as the Arrangement is considered a “related party transaction” under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) and Policy 5.9 of the TSX Venture Exchange (“TSX-V”) Corporate Finance Manual, the Company was required to obtain the approval of a majority of the minority shareholders of the Company, excluding certain interested persons, in accordance with MI 61-101. The special resolution was approved with 93.96% of the eligible votes cast in favour, after excluding the votes of Rizbollo, Emad Rizkalla, Name 3, Derrick Rowe and their associates in accordance with MI 61-101.
In addition, at the Meeting, the shareholders re-elected Emad Rizkalla, Derrick Rowe, Andrew Youngman, Paul Sparkes and Tom Astle as directors of BPLI to hold office until their successors are duly elected or appointed. In addition, the shareholders approved the reappointment of KPMG LLP as auditor of BPLI until the next annual meeting of shareholders or until a successor is appointed and authorized the directors of BPLI to fix the auditor’s remuneration.
BPLI intends to seek a final order of the Supreme Court of Nova Scotia (the “Court“) to approve the Arrangement at a hearing to be held on Thursday, April 1, 2021. Subject to the issuance of the final order, the Arrangement is expected to close and take effect prior to the end of April 2021, following which the Company will be delisted from the TSX-V.
Upon the closing of the Arrangement, registered shareholders of BPLI must submit their share certificates along with a duly completed letter of transmittal in order to receive the cash consideration under the Arrangement. A letter of transmittal was mailed to all registered shareholders. In addition, the letter of transmittal was filed under BPLI’s issuer profile at www.sedar.com. Registered shareholders of BPLI who properly complete, duly execute and deliver the letter of transmittal, along with their share certificates, will receive the cash consideration per Share due pursuant to the Arrangement.
BPLI Holdings Inc. is the holding company for its investments in Bluedrop Training and Simulation and Bluedrop Learning Networks. Our companies are innovators in both the development of workplace e-learning and simulation as well as the way large organizations deliver, track and manage training. Our two divisions serve the world’s leading aerospace and defence organizations as well as broad cross sections of organizations focused on managing system wide health and safety and developing the skills of external workforces. BPLI is creating the workforce of the future by improving the effectiveness, speed and cost of training delivery and management.
For more information, visit www.bpli.ca. You can follow us on Twitter: @Bluedrop_BPL.
Forward Looking Statements
This news release may contain “forward-looking information” as defined in applicable Canadian securities legislation. Such forward-looking statements typically contain statements with words such as “anticipate”, “expect”, “intend”, “estimate”, “propose”, or similar words suggesting future outcomes or statements regarding an outlook. More particularly and without limitation, this news release contains forward-looking information and statements concerning the anticipated benefits of the Arrangement, the provision of sufficient financing to complete the Arrangement, the Loans, the anticipated timing for the special meeting of shareholders to approve the Arrangement, the timing for closing the Arrangement. All statements other than statements of historical fact, included in this release, including, without limitation, statements regarding future plans and objectives of BPLI, constitute forward-looking information that involve various known and unknown risks, uncertainties, and other factors outside management’s control. Forward-looking information is based on a number of factors and assumptions which have been used to develop such information but which may prove to be incorrect including, but not limited to, BPLI’s failure to complete the Arrangement or obtain the required approvals or the failure of the Purchaser to obtain acceptable financing to complete the Arrangement.
Forward-looking statements and information are provided for the purpose of providing information about the current expectations and plans of management of the Company relating to the future. Readers are cautioned that reliance on such statements and information may not be appropriate for other purposes, such as making investment decisions. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. There can be no assurance that such information will prove to be accurate and actual results and future events could differ materially from those anticipated in such forward-looking information.
For additional information with respect to risk factors applicable to BPLI, reference should be made to the Company’s continuous disclosure materials filed from time to time with securities regulators. The forward-looking information contained in this release is made as of the date of this release and BPLI does not undertake to update publicly or revise the forward-looking information contained in this release, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.
No regulatory authority has approved or disapproved the adequacy or accuracy of this news release.