Carmanah Technologies Corporation (TSX: CMH) (“the Company” or “Carmanah”) announced today that it intends to complete a consolidation (the “Consolidation”) of its common shares (the “Common Shares”) on the basis of (1) post-Consolidation Common Share for every ten (10) pre-Consolidation Common Shares.
John Simmons, Chief Executive Officer of the Company, commented "One year ago we began a process to restructure and refinance the Company. During this period we have grown revenues, improved margins and lowered operating costs, all of which have served to restore profitability. In that time we have also raised approximately $12 million to bolster our balance sheet and have completed the acquisition of Sol, Inc. The consolidation of our common shares is an important milestone for Carmanah. It signals our view that we have completed the restructuring process. We are now shifting our focus to a strategy of profitable growth both organically and by way of acquisitions”.
The Company’s articles of incorporation authorize the board of directors to approve certain changes to the Company’s capital structure, including the Consolidation. As such, shareholder approval is not required.
The Consolidation is subject to Toronto Stock Exchange (the “TSX”) approval. The Company anticipates that its post-Consolidation Common Shares will begin trading on the TSX in early August 2014.
Following the Consolidation, the Company will have approximately 16,977,062 Common Shares outstanding. The Company’s outstanding options will be adjusted on the same basis (10:1), with proportionate adjustments being made to exercise prices.
No fractional Common Shares will be issued and no cash will be paid in lieu of fractional post-Consolidation Common Shares. The number of post-Consolidation Common Shares to be received by a shareholder will be rounded down to the nearest whole Common Share.
A letter of transmittal will be mailed to shareholders advising that: (i) the Consolidation has taken effect; and (ii) shareholders should surrender their existing share certificates (representing pre-Consolidation Common Shares) for replacement share certificates (representing post-Consolidation Common Shares). Until surrendered, each existing share certificate will be deemed, for all purposes, to represent the number of Common Shares to which the holder thereof is entitled as a result of the Consolidation.
About Carmanah Technologies Corporation.
As one of the most trusted names in solar technology, Carmanah has earned a reputation for delivering strong and effective products for industrial applications worldwide. Industry proven to perform reliably in some of the world's harshest environments, Carmanah solar LED lights and solar power systems provide a durable, dependable and cost effective energy alternative. Carmanah business is operated within two distinct business segments, Signals and Power. The Signals segment includes products offered into the marine, aviation, obstruction and traffic industries. The Power segment offers Solar Engineering, Procurement and Construction services, mobile power solutions and solar outdoor lighting systems. Carmanah is actively seeking additional product sales opportunities to add to its top line revenue, as well as extending existing product lines through internal development efforts, strategic business relationships and focused acquisitions. Carmanah is a publicly traded company, with common shares listed on the Toronto Stock Exchange under the symbol "CMH”. For more information, visit www.carmanah.com.
Carmanah Technologies Corporation
Stuart Williams, Chief Financial Officer
For further information:
Investor Relations: Stuart Williams
This release may contain forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as “expects,” “plans,” “estimates,” “intends,” “believes,” “could,” “might,” “will” or variations of such words and phrases. Forward-looking statements involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of Carmanah to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. These statements are based on management’s current expectations and beliefs and are subject to a number of risks and uncertainties. Examples of forward-looking information in this news release include, but are not limited to, statements with respect to TSX approval of the Consolidation and completion of the Company’s restructuring and refinancing efforts. For additional information on these risks and uncertainties, see Carmanah’s most recently filed Annual Information Form (AIF) and Annual MD&A, which are available on SEDAR at www.sedar.com and on the Company’s website at www.carmanah.com. The risk factors identified in Carmanah’s AIF and MD&A are not intended to represent a complete list of factors that could affect Carmanah. Accordingly, readers should not place undue reliance on forward-looking statements. Carmanah does not assume any obligation to update the forward-looking information contained in this press release.