|By Marketwired .||
|January 30, 2014 05:10 PM EST||
TORONTO, ONTARIO -- (Marketwired) -- 01/30/14 -- NorRock Realty Finance Corporation ("NorRock") (TSX VENTURE:RF.H), a company listed on the NEX board of the TSX Venture Exchange (the "Exchange"), is announcing an amendment to its proposed reactivation transaction that was previously disclosed via press release on February 27, 2013 and June 13, 2013.
NorRock is no longer proceeding with its proposed acquisition of the commercial property (the "LaSalle Acquisition") known municipally as 695, 795 and 999 - 90th Avenue, Montreal (Borough of LaSalle), Quebec (the "LaSalle Property").
NorRock had entered into an agreement of purchase and sale with IGW Industrial Limited Partnership ("IGW Industrial") dated May 29, 2013, as amended on June 19, 2013 and August 29, 2013 (collectively the "LaSalle Agreement"). However, IGW Industrial is a petitioner in insolvency proceedings in British Columbia pursuant to the Companies Creditors' Arrangement Act and no longer able to complete the transaction. Accordingly, the LaSalle Agreement has been terminated.
NorRock had previously entered into a letter of intent as well as a subscription agreement with Highview Financial Holdings Inc. ("Highview") to become Highview's strategic capital partner and will continue to proceed with its subscription for 7,000,000 common shares from treasury, such that NorRock shall own, on a fully diluted basis, 70% of the issued and outstanding common shares of Highview (the "Highview Shares") upon the closing of the transaction (the "Highview Acquisition").
Highview is a private corporation incorporated under the federal laws of Canada and is the parent company to Highview Asset Management Ltd., an Ontario corporation, and Highview Wealth Practices Inc., a federally incorporated corporation.
Highview is one of Canada's leading outsourced Chief Investment Officer (CIO) firms managing the private wealth of affluent families, the pension and investable assets of their businesses, and the foundations & endowments which they support. While the outsourced CIO industry in the United States & Europe is extremely well-established, Canada is in the early stages of growth in this important new niche segment in the Canadian asset management industry. With approximately $800 million of client assets under its care (AUM & AUA), Highview services its clients directly and in partnership with its professional advisors. Highview is objective and transparent in architecting financial portfolios for its clients and does not engage in any related investment management businesses. Highview is only compensated through client fees for objective and experienced advice and research. Highview's client's assets are always segregated and held by third-party respected institutions.
Highview Asset Management Ltd. is licensed as a Portfolio Manager in the Provinces of Ontario, Alberta and British Columbia.
Highview is controlled by Gary Brent and Mark Barnicutt, each of whom are Ontario residents. Mr. Brent and Mr Barnicutt hold, directly and indirectly, approximately 70% of issued and outstanding shares of Highview.
The Highview Acquisition is intended to constitute a reactivation transaction (the "Reactivation Transaction") of NorRock to enable it to list on the Exchange. The Reactivation Transaction will constitute a reverse takeover transaction ("RTO") as defined in Policy 5.2 of the Corporate Finance Manual of the Exchange.
Following closing of the Reactivation Transaction, it is NorRock's intention to change its previous business focus from being a secured lender in the commercial real estate industry to carrying on business in the financial services industry with a focus on wealth management.
The Reactivation Transaction
NorRock has assessed a value of $6 million to Highview. As Highview's strategic capital partner, NorRock will be providing a combination of debt and equity capital, totaling approximately $3,500,000, to fund the long-term growth of Highview (which growth is anticipated to be derived both organically and through select acquisitions over the coming years). A portion of this funding will be NorRock's subscription for the 7,000,000 Highview Shares for $362,338. Furthermore, the current promissory note in the amount of $1,455,000, (the "Highview Note") owed by Highview to Green Tree Acquisition Corp. ("GTAC"), may be amended, to the satisfaction of NorRock, to increase the principal amount to $1,615,000, to be used as working capital, as part of the overall investment in Highview. The Highview Note, as amended, is included in the aforementioned amount of funds to be advanced and is a secured note covering all the assets of Highview and its subsidiaries (the "Security Interests") as applicable. In conjunction with the Highview Acquisition, NorRock shall acquire the Highview Note and accompanying Security Interests from GTAC in exchange for Class A Shares of NorRock. The Class A Shares shall be issued at a deemed issuance price of $0.25 per share, being 6,460,000 Class A Shares assuming the principal amount of the Highview Note being $1,615,000.
The existing shareholders of Highview shall enter into a new Highview shareholders' agreement with NorRock on terms satisfactory to NorRock. As part of the strategic investment in Highview, upon closing of the Highview Acquisition, NorRock will acquire the Highview Shares and shall cause Highview to implement a management equity incentive plan which will allow management, over the next few years, to earn up to an additional 15% of the issued and outstanding shares of Highview.
The proposed Reactivation Transaction will be effected by way of an RTO and an information circular will be completed detailing the terms of the Reactivation Transaction and seeking approval from shareholders of NorRock.
As previously disclosed, NorRock intends to treat the issuance of shares by NorRock to GTAC pursuant to the transfer of the Highview Note in connection with the Highview Acquisition as a related party transaction as defined in Multilateral Instrument 61-101: Protection of Minority Security Holders in Special Transactions ("MI 61-101"). An independent valuation is not required pursuant to MI 61-101; but NorRock shall seek majority of the minority shareholder approval of the transfer of the Highview Note.
GTAC is a corporation incorporated in the province of Ontario. Due to the fact that, 100% of the issued and outstanding shares of GTAC is owned by a trust of which Jacqueline Boddaert, a director and officer of NorRock, is a discretionary beneficiary, NorRock intends to treat the transfer of the Highview Note as a related party transaction and voluntarily comply with the requirements of MI 61-101.
Jane Davis resigned as a director of NorRock on January 20, 2014 for personal health reasons. It is currently anticipated that Malvin Spooner will join the board of directors of NorRock upon closing of the Reactivation Transaction. The officers will include Jacqueline Boddaert, Chief Executive Officer and Raymond Steele, Chief Financial Officer. Biographies of the anticipated directors and officers of NorRock are included below.
David Prussky, Director and Chairman - Mr. Prussky has over 20 years of experience in the investment industry in Canada, with a focus on the merchant banking sector. He is presently a director of three companies listed on the TSX and one company listed on the TSXV. He is also a past director of four public companies in Canada. Mr. Prussky is also a past director and principal in an investment dealer in Canada. Mr. Prussky received his LLB degree from Osgoode Hall, York University and his Masters in Business Administration from York University.
Jacqueline Boddaert, Director and Chief Executive Officer - Ms. Boddaert is CEO for NorRock Realty Finance Corporation, a NEX listed company that invests in a portfolio of secured loans and investments in the Canadian commercial real estate sector. Ms. Boddaert was formerly President and Chief Executive Officer of Monarch Wealth Corporation, a Mutual Fund Dealer based in Toronto, as well as President of Monarch Wealth Assurance Agencies Inc. and Monarch Wealth Deposit Group Inc. These businesses collectively managed over $700 million of client assets. She is presently a board member of the Federation of Mutual Fund Dealers. Ms. Boddaert has over 20 years of diversified business experience as a senior executive in the financial services, packaged goods and pharmaceutical industries and is a graduate of the University of Western Ontario.
Raymond Steele, Chief Financial Officer, Vice-President, Portfolio Manager - Mr. Steele has over 25 years of experience as an investment professional managing money for pension funds, mutual funds, and other institutional clients. In addition he has a vast array of experience with the marketing, administrative, technological, and regulatory aspects of the investment management business. He was a founder, investment manager, and CFO of Mavrix Fund Management Inc., a TSX listed company, from 2001 to 2010. Mr. Steele received a B.Comm. from the University of Ottawa in 1983, and is a Certified Management Accountant, and a Chartered Financial Analyst.
Norman McPhedran, Director - Mr. McPhedran is a senior financial professional with over 35 years of financial, operational and advisory experience. Until his retirement in 2008, Mr. McPhedran was a senior partner of PricewaterhouseCoopers LLP. His career included leadership positions in corporate governance, risk and operational advisory, corporate finance and business recovery in both Canada (Toronto and Calgary) and the United States (New York). Mr. McPhedran serves or has served as Director and Chair of the Audit Committee on two public companies and also has experience on Special Committees and as an IRC member. He also has served on non profit Boards in the Olympic, hospital and professional services sectors. Mr. McPhedran received a BComm (Honours) from Queens University, is a Chartered Accountant and holds the CIRP and ICD.D designations.
Malvin Spooner, Director, MA, MBA, CFA - Mr. Spooner was the Founder & President of Mavrix Fund Management Inc. He developed a family of mutual funds and limited partnerships which were distributed through the major banks and MFDA dealers across Canada. He is a former director of CanRock Energy Corp. (merged with Alston Energy Inc. May 2012) and is currently a director with Metals Creek Resources Corp. (TSX VENTURE:MEK).
The Reactivation Transaction is conditional upon, among other things, receiving all necessary regulatory and third party approvals and authorizations, approval by the shareholders of NorRock, confirmation of no material adverse change having occurred to Highview prior to close, the completion of due diligence satisfactory to each party, and the completion of a sponsorship report satisfactory to the Exchange (or waiver by the Exchange of that requirement).
NorRock intends to complete a brokered private placement to raise up to $8,000,000 (the "Concurrent Financing") concurrently with its Reactivation Transaction by issuing up to 32,000,000 Class A Shares at $0.25 per share. Proceeds raised will be used for acquisitions and general working capital purposes.
NorRock is currently confirming the terms of a sponsorship relationship for this transaction with an Exchange member firm, which will be disclosed as soon as an engagement is formalized.
Post-closing of the Reactivation Transaction and the Concurrent Financing, NorRock will have approximately 43.3 million Class A Shares issued and outstanding. It is anticipated that the current shareholders of NorRock will collectively own approximately 11% of the issued and outstanding voting securities; the subscribers on the Concurrent Financing will collectively own approximately 74% of the issued and outstanding voting securities; and GTAC will own approximately 6,460,000 Class A Shares, being approximately 15% of the issued and outstanding voting securities. As such, GTAC will be an "insider" of NorRock for purposes of applicable securities laws. GTAC is a private Ontario corporation of which Jacqueline Boddaert is the sole director and officer.
Completion of the transaction is subject to a number of conditions, including Exchange acceptance and disinterested shareholder approval. The transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Management Information Circular to be prepared in connection with the transaction, any information released or received with respect to the RTO may not be accurate or complete and should not be relied upon. Trading in the securities of NorRock should be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
NorRock Realty Finance Corporation
Identity is in everything and customers are looking to their providers to ensure the security of their identities, transactions and data. With the increased reliance on cloud-based services, service providers must build security and trust into their offerings, adding value to customers and improving the user experience. Making identity, security and privacy easy for customers provides a unique advantage over the competition.
Aug. 29, 2016 08:30 PM EDT Reads: 2,435
Qosmos has announced new milestones in the detection of encrypted traffic and in protocol signature coverage. Qosmos latest software can accurately classify traffic encrypted with SSL/TLS (e.g., Google, Facebook, WhatsApp), P2P traffic (e.g., BitTorrent, MuTorrent, Vuze), and Skype, while preserving the privacy of communication content. These new classification techniques mean that traffic optimization, policy enforcement, and user experience are largely unaffected by encryption. In respect wit...
Aug. 29, 2016 08:15 PM EDT Reads: 1,865
SYS-CON Events announced today that StarNet Communications will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. StarNet Communications’ FastX is the industry first cloud-based remote X Windows emulator. Using standard Web browsers (FireFox, Chrome, Safari, etc.) users from around the world gain highly secure access to applications and data hosted on Linux-based servers in a central data center. ...
Aug. 29, 2016 08:00 PM EDT Reads: 908
Smart Cities are here to stay, but for their promise to be delivered, the data they produce must not be put in new siloes. In his session at @ThingsExpo, Mathias Herberts, Co-founder and CTO of Cityzen Data, will deep dive into best practices that will ensure a successful smart city journey.
Aug. 29, 2016 07:45 PM EDT Reads: 1,656
SYS-CON Events announced today that 910Telecom will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Housed in the classic Denver Gas & Electric Building, 910 15th St., 910Telecom is a carrier-neutral telecom hotel located in the heart of Denver. Adjacent to CenturyLink, AT&T, and Denver Main, 910Telecom offers connectivity to all major carriers, Internet service providers, Internet backbones and ...
Aug. 29, 2016 07:00 PM EDT Reads: 1,977
Traditional on-premises data centers have long been the domain of modern data platforms like Apache Hadoop, meaning companies who build their business on public cloud were challenged to run Big Data processing and analytics at scale. But recent advancements in Hadoop performance, security, and most importantly cloud-native integrations, are giving organizations the ability to truly gain value from all their data. In his session at 19th Cloud Expo, David Tishgart, Director of Product Marketing ...
Aug. 29, 2016 06:45 PM EDT Reads: 827
StarNet Communications Corp has announced the addition of three Secure Remote Desktop modules to its flagship X-Win32 PC X server. The new modules enable X-Win32 to safely tunnel the remote desktops from Linux and Unix servers to the user’s PC over encrypted SSH. Traditionally, users of PC X servers deploy the XDMCP protocol to display remote desktop environments such as the Gnome and KDE desktops on Linux servers and the CDE environment on Solaris Unix machines. XDMCP is used primarily on comp...
Aug. 29, 2016 06:15 PM EDT Reads: 789
Almost two-thirds of companies either have or soon will have IoT as the backbone of their business in 2016. However, IoT is far more complex than most firms expected. How can you not get trapped in the pitfalls? In his session at @ThingsExpo, Tony Shan, a renowned visionary and thought leader, will introduce a holistic method of IoTification, which is the process of IoTifying the existing technology and business models to adopt and leverage IoT. He will drill down to the components in this fra...
Aug. 29, 2016 06:15 PM EDT Reads: 305
Why do your mobile transformations need to happen today? Mobile is the strategy that enterprise transformation centers on to drive customer engagement. In his general session at @ThingsExpo, Roger Woods, Director, Mobile Product & Strategy – Adobe Marketing Cloud, covered key IoT and mobile trends that are forcing mobile transformation, key components of a solid mobile strategy and explored how brands are effectively driving mobile change throughout the enterprise.
Aug. 29, 2016 05:03 PM EDT Reads: 245
DevOps at Cloud Expo – being held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA – announces that its Call for Papers is open. Born out of proven success in agile development, cloud computing, and process automation, DevOps is a macro trend you cannot afford to miss. From showcase success stories from early adopters and web-scale businesses, DevOps is expanding to organizations of all sizes, including the world's largest enterprises – and delivering real results. Am...
Aug. 29, 2016 04:30 PM EDT Reads: 3,564
Internet of @ThingsExpo, taking place November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with 19th Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world. The Internet of Things (IoT) is the most profound change in personal and enterprise IT since the creation of the Worldwide Web more than 20 years ago. All major researchers estimate there will be tens of billions devices - comp...
Aug. 29, 2016 02:15 PM EDT Reads: 3,741
DevOps at Cloud Expo, taking place Nov 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with 19th Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world. The widespread success of cloud computing is driving the DevOps revolution in enterprise IT. Now as never before, development teams must communicate and collaborate in a dynamic, 24/7/365 environment. There is no time to wait for long dev...
Aug. 29, 2016 02:00 PM EDT Reads: 2,482
As the world moves toward more DevOps and Microservices, application deployment to the cloud ought to become a lot simpler. The Microservices architecture, which is the basis of many new age distributed systems such as OpenStack, NetFlix and so on, is at the heart of Cloud Foundry - a complete developer-oriented Platform as a Service (PaaS) that is IaaS agnostic and supports vCloud, OpenStack and AWS. Serverless computing is revolutionizing computing. In his session at 19th Cloud Expo, Raghav...
Aug. 29, 2016 02:00 PM EDT Reads: 992
Data is the fuel that drives the machine learning algorithmic engines and ultimately provides the business value. In his session at Cloud Expo, Ed Featherston, a director and senior enterprise architect at Collaborative Consulting, will discuss the key considerations around quality, volume, timeliness, and pedigree that must be dealt with in order to properly fuel that engine.
Aug. 29, 2016 12:45 PM EDT Reads: 2,026
There is growing need for data-driven applications and the need for digital platforms to build these apps. In his session at 19th Cloud Expo, Muddu Sudhakar, VP and GM of Security & IoT at Splunk, will cover different PaaS solutions and Big Data platforms that are available to build applications. In addition, AI and machine learning are creating new requirements that developers need in the building of next-gen apps. The next-generation digital platforms have some of the past platform needs a...
Aug. 29, 2016 12:15 PM EDT Reads: 832