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OTTAWA, June 12, 2012 /CNW/ - LW Capital Pool Inc. (TSXV: LWI.P) (the "Company"), a capital pool company, announces that it will not complete a qualifying transaction within the time frame prescribed by the TSX Venture Exchange's Policy 2.4 on Capital Pool Companies (the "Policy"). Pursuant to the requirements of the Policy, the Company's shares have been cease traded until the Company can transfer its listing to NEX or complete a qualifying transaction. NEX is a separate board of the Exchange which permits trading for companies previously listed on the Exchange which do not meet, among others things, the ongoing listing requirements of the Exchange.
In accordance with the Policy, the Company will seek the approval of its shareholders to transfer the Company's listing to the NEX and to cancel 50% of the seed shares issued to directors and officers of the Company at prices below the IPO price, in the event that the Company does not close a qualifying transaction approved by the TSX-V by September 10, 2012. Notice of this meeting and an accompanying circular will be provided to shareholders within the next 30 days.
If the transfer to the NEX is approved at the shareholders meeting, it is expected that the Company's common shares will trade under the stock symbol "LWI.H" and will be listed on the NEX shortly after completion of the meeting, subject to compliance with NEX requirements. There will be no other change in the Company's name, no change in its CUSIP number and no consolidation of capital. Upon moving to the NEX, the Company will be subject to restrictions on share issuances and certain types of payments as set out in the NEX policies. If the Company subsequently identifies and completes a Qualifying Transaction, it is expected that the Company's shares will be re-listed on the TSX-V.
Over the last two years, the board of directors of the Company has closely examined a number of possible candidates for Qualifying Transactions, but was unable to complete any transaction meeting its criteria for enhancing shareholder value within the timeframe permitted. The Company intends to continue to actively pursue a Qualifying Transaction after the completion of the transfer of its listing to the NEX.
About LW Capital Pool Inc.
The Company is designated as a Capital Pool Company by the TSX-V. The Company has not commenced commercial operations and has no assets other than cash. The purpose of the Offering is to provide the Company with funds to identify and evaluate businesses or assets with a view to completing a Qualifying Transaction (as defined in the Prospectus). Any proposed Qualifying Transaction must be approved by the TSX-V and, in the case of a non-arm's length Qualifying Transaction, must also receive majority approval of the minority shareholders. Until the completion of a Qualifying Transaction, the Company will not carry on any business other than the identification and evaluation of businesses or assets with a view to completing a Qualifying Transaction.
For further information regarding the Company, the Offering, and the Company's management team, please see the Prospectus filed with the Company's disclosure documents on SEDAR at www.sedar.com.
Forward-Looking Statements
This press release may contain or refer to forward-looking information based on current expectations. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Although such statements are based on management's reasonable assumptions, there can be no assurance that actual results will be consistent with such statements. These forward-looking statements are made as of the date hereof and we assume no responsibility to update or revise them to reflect new events or circumstances.
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