Tax Rulings Have Been Obtained, Application for Final
Court Order Has Been Scheduled and Final Completion is Expected on
June 1, 2015
Shares of Colliers International and New FirstService
Corporation Will Commence Trading on June 2, 2015
FirstService Corporation (TSX:FSV) (Nasdaq:FSRV)
("FirstService") today announced that the
application seeking a final order approving the previously
disclosed proposed spin-off transaction, to be implemented through
a tax efficient statutory plan of arrangement (the
"Arrangement"), has been scheduled to be heard at
the Ontario Superior Court of Justice (Commercial List) at 330
University Avenue, Toronto, Ontario at or around 10:00 a.m. on May
28, 2015. FirstService also announced that it has received
satisfactory advance income tax rulings from the Canada Revenue
Agency.
If the final order is granted and all other conditions precedent
to the Arrangement are satisfied or waived, FirstService expects
that the Arrangement will be completed on June 1, 2015. Under the
terms of the Arrangement, each holder of FirstService Subordinate
Voting Shares will continue to hold one Subordinate Voting Share of
Colliers International Group Inc. ("Colliers
International") (which shares will continue to be
represented by the existing FirstService Subordinate Voting Share
certificates, until replaced against transfer) and will receive one
Subordinate Voting Share of "new" FirstService Corporation
("New FirstService") for every FirstService
Subordinate Voting Share held as of the close of business on May
29, 2015, the distribution record date (the "Record
Date").
FirstService has been advised by the Toronto Stock Exchange
("TSX") that "if, as and when issued" trading will
commence for New FirstService (symbol: NFS) and Colliers
International ex-distribution (symbol: CIG) at the commencement of
trading on May 27, 2015, and will continue through to the date that
the New FirstService Subordinate Voting Shares are distributed (the
"Distribution Date"), which will take place on
June 1, 2015. Persons trading in the "if, as and when issued"
market should be aware that the acquisition and beneficial
ownership reporting rules under Canadian securities laws will apply
to purchases of "if, as and when issued" shares of New FirstService
and Colliers International. For purposes of calculating the
applicable ownership thresholds of the early warning requirements,
purchasers should use the number of New FirstService and Colliers
International shares expected to be outstanding on completion of
the Arrangement as described in the Circular. U.S. beneficial
ownership reporting rules will also apply.
A "due bill" trading market is also expected to commence on May
27, 2015 on both the TSX and The NASDAQ Stock Market
("NASDAQ"), and will continue through to the
Distribution Date, in which FirstService shareholders may sell
their FirstService Subordinate Voting Shares with the right to
receive New FirstService Subordinate Voting Shares in connection
with the distribution in the "regular-way" market (that is, the
normal trading market on the TSX or NASDAQ under the symbols FSV
and FSRV, respectively).
If the Arrangement becomes effective on June 1, 2015,
FirstService expects that the "due bill" trading market of
Subordinate Voting Shares of FirstService with an entitlement to
the Subordinate Voting Shares of New FirstService will cease
trading on the TSX and NASDAQ at the close of trading on June 1,
2015, and the New FirstService Subordinate Voting Shares and
Colliers International Subordinate Voting Shares will begin regular
trading on the TSX and NASDAQ at the commencement of trading on
June 2, 2015. The New FirstService Subordinate Voting Shares will
trade under the symbol FSV on both the TSX and NASDAQ and the
Colliers International Subordinate Voting Shares will trade under
the symbol CIG on the TSX and the symbol CIGI on NASDAQ.
On the Distribution Date, certificates for the Subordinate
Voting Shares of New FirstService will be sent to shareholders of
record as at the close of business on the Record Date. Investors
are encouraged to consult with their financial advisors regarding
the specific implications of buying or selling shares of
FirstService, Colliers International or New FirstService on or
before the Distribution Date.
About FirstService
FirstService is a global leader in the rapidly growing real
estate services sector, one of the largest markets in the world.
FirstService manages more than 2.5 billion square feet of
residential and commercial properties through its three
industry-leading service platforms: Colliers
International - one of the largest global players in
commercial real estate services; FirstService
Residential - North America's largest manager of
residential communities; and FirstService Brands –
one of North America's largest providers of essential property
services delivered through individually branded franchise systems
and company-owned operations.
FirstService generates more than US$2.7 billion in annual
revenues and has more than 24,000 employees world-wide. With
significant insider ownership and an experienced management team,
FirstService has a long-term track record of creating value and
superior returns for shareholders since becoming a publically
listed company in 1993. The Subordinate Voting Shares of
FirstService trade on NASDAQ under the symbol "FSRV" and on the TSX
under the symbol "FSV". More information is available at
www.firstservice.com.
Advisory Regarding Forward-Looking
Information
Information in this press release that is not a historical fact
is "forward-looking information". Words such as "plans", "intends",
"outlook", "expects", "anticipates", "estimates", "believes",
"likely", "should", "could", "will", "may" and similar expressions
are intended to identify statements containing forward-looking
information. Forward-looking information in this press release is
based on current objectives, strategies, expectations and
assumptions which management considers appropriate and reasonable
at the time. The forward-looking information in this press release
includes, but is not limited to, statements with respect to: the
proposed Arrangement and expected future attributes of each of New
FirstService and Colliers International following the completion of
the Arrangement; the timing and expectations with respect to the
granting of the final court order; the anticipated Record Date and
Distribution Date for the New FirstService Subordinate Voting
Shares; expected commencement dates of "due bill" trading and "if,
as and when issued" trading for FirstService, New FirstService and
Colliers International ex-distribution on the TSX and NASDAQ, as
applicable; the expected completion date of the Arrangement; the
expected dates when the Subordinate Voting Shares of FirstService
with an entitlement to the Subordinate Voting Shares of New
FirstService will cease trading on the TSX and on the NASDAQ; and
the expected dates when New FirstService and Colliers International
shares will begin trading for regular settlement on the TSX and
NASDAQ.
By its nature, forward-looking information is subject to risks
and uncertainties which may be beyond the ability of FirstService
to control or predict. The actual results, performance or
achievements of Colliers International or New FirstService could
differ materially from those expressed or implied by
forward-looking information. Factors that could cause actual
results, performance, achievements or events to differ from current
expectations include, among others, risks and uncertainties related
to: obtaining approvals, waivers, rulings, court orders and
consents, or satisfying other requirements, necessary or desirable
to permit or facilitate completion of the Arrangement (including
regulatory approvals and a Canadian tax ruling); future factors
that may arise making it inadvisable to proceed with, or advisable
to delay, all or part of the Arrangement; the operations and
financial condition of Colliers International and New FirstService
as separately traded public companies, including the reduced
industry and geographical diversification resulting from this
separation; the impact of the Arrangement on the trading prices
for, and market for trading in, the shares of FirstService,
Colliers International and New FirstService; the potential for
significant tax liability for a violation of the tax-deferred
spinoff rules; the potential benefits of the Arrangement; business
cycles, including general economic conditions in the countries in
which Colliers International and New FirstService operate, which
will, among other things, impact demand for services and the cost
of providing services; the ability of each of Colliers
International and New FirstService to implement its business
strategy, including their ability to acquire suitable acquisition
candidates on acceptable terms and successfully integrate newly
acquired businesses with its existing businesses; changes in or the
failure to comply with government regulations; changes in foreign
exchange rates; increased competition; credit of third parties;
changes in interest rates; and the availability of financing.
Additional information on certain of these factors and other risks
and uncertainties that could cause actual results or events to
differ from current expectations can be found in FirstService's
Annual Information Form for the year ended December 31, 2014 under
the heading "Risk Factors" (which factors are adopted herein and a
copy of which can be obtained at www.sedar.com). Certain risks and
uncertainties specific to the proposed Arrangement, Colliers
International and New FirstService are further described in the
Circular. Other factors, risks and uncertainties not presently
known to FirstService or that FirstService currently believes are
not material could also cause actual results or events to differ
materially from those expressed or implied by statements containing
forward-looking information.
Readers are cautioned not to place undue reliance on statements
containing forward-looking information that are included in this
press release, which are made as of the date of this press release,
and not to use such information for anything other than their
intended purpose. FirstService disclaims any obligation or
intention to update or revise any forward-looking information,
whether as a result of new information, future events or otherwise,
except as required by applicable law.
CONTACT: COMPANY CONTACTS:
Jay S. Hennick
Founder & CEO
(416) 960-9500
John B. Friedrichsen
Senior Vice President & CFO
(416) 960-9500
Nexus Energy Services (PK) (USOTC:IBGR)
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