BULLETIN V2024-0422
PLAYMAKER CAPITAL INC. ("PMKR")
BULLETIN TYPE: Plan of Arrangement- Delist, Remain Halted
BULLETIN DATE: February 8, 2024
TSX Venture Tier 1 Company
Effective at the close of business on Friday, February 9, 2024, the common shares of Playmaker Capital Inc. (the "Playmaker") will be delisted from TSX Venture Exchange. The delisting of the Playmaker's shares results from the completion of a court-approved Plan of Arrangement under the Business Corporations Act (Ontario) (the "Arrangement"), pursuant to an Arrangement Agreement dated November 6, 2023, between the Playmaker and Better Collective A/S (the "Buyer"), whereby the Buyer has acquired all of the issued and outstanding common shares of the Playmaker.
The Arrangement was approved by the Playmaker's shareholders on January 22, 2024 and approved by the Ontario Superior Court of Justice on January 24, 2024. Under the terms of the Arrangement, the Playmaker's shareholders will receive, for each common share held, at the election of such Playmaker shareholder, either (a) C$0.70 in cash, (b) 0.0206 of an ordinary share in the capital of the Buyer (each ordinary share, a "Buyer Share"), or (c) a combination of C$0.245 in cash and 0.0134 of a Buyer Share, in each case subject to proration to ensure that the aggregate of the cash consideration payable under the Arrangement does not exceed 35% of the total consideration payable to the Playmaker shareholders and the aggregate value of the share consideration issuable under the Arrangement does not exceed 65% of the total consideration payable to the Playmaker shareholders. Certain shareholders and their affiliates have rolled a portion of their common shares for Buyer Shares (the "Rollover Shares") and as such, the rollover shareholders will receive consideration for the Rollover Shares consisting of approximately C$0.175 in cash (representing 25% of the aggregate consideration received in respect of the Rollover Shares) and 0.0155 of a Buyer Share (representing 75% of the aggregate consideration received in respect of the Rollover Shares).
For further details, please refer to Playmaker's Management Information Circular dated December 15, 2023 and news releases dated November 6, 2023, December 22, 2023, January 22, 2024, January 31, 2024 and February 6, 2024.
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