Welcome!

News Feed Item

Deans Knight Income Corporation: Results of Special Meeting of Shareholders and Special Cash Distribution Amount

VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 04/07/14 -- Deans Knight Income Corporation (the "Company") (TSX: DNC) is pleased to announce the voting results from its special meeting ("Meeting") of holders ("Shareholders") of voting common shares ("Voting Shares") of the Company held on April 4, 2014 and additional details in respect of its special cash distribution ("Cash Distribution").

Special Meeting Voting Results

At the Meeting, Shareholders voted in favour of the special resolution authorizing the reduction in the stated capital of the Voting Shares. Shareholders also voted in favour of the special resolution authorizing: (i) an extension of the termination date of the Company until such time as reasonably practicable following the conclusion of the CRA Matter (as defined herein); and (ii) the removal of the restrictions on business that the Company can carry on. With these approvals, the Company may now provide Shareholders with a substantial portion of the liquidity contemplated by the current articles of incorporation while permitting the Company to attend to the CRA Matter (as defined herein).

Detailed voting results are available under the Company's SEDAR profile at www.sedar.com. The sole holder of the non-voting common shares (together with the Voting Shares, the "Shares") of the Company also voted in favour of the foregoing resolutions by way of a written consent resolution.

Cash Distribution and Delisting

With the Shareholders' approval to reduce the stated capital of the Shares, the Company may now move forward with the Cash Distribution, which will be paid as a return of capital in respect of the Voting Shares. The funds available for the Cash Distribution are $9.75 per Share, and it is anticipated that the Cash Distribution will be paid on April 30, 2014 to Shareholders of record as of April 22, 2014 ("Cash Distribution Record Date").

After the Cash Distribution, the Company's assets will consist of:


i.  The Potential Taxes Payable (as defined herein) of $21.7 million;

ii. the remaining securities, which currently have an aggregate fair value
    of $3.9 million, and consist of: Conifex Timber Inc. share purchase
    warrants; Mirabela Nickel Ltd. bonds; RapidEye Canada Ltd. royalty;
    Skylink Aviation Inc. debtor-in-process financing, bonds and common
    shares; and,

iii.$2.2 million to pay ongoing general and administrative expenses that it
    may incur in attending to the CRA Matter, consisting of $1.2 million and
    the anticipated tax refund for the Company's 2013 taxation year of
    approximately $1.0 million ("2013 Tax Refund").

Following the Cash Distribution, the Company intends to cease all investing and portfolio activities, other than disposing of the remaining securities and expects that its business will be limited solely to attending to the CRA Matter, as necessary. As remaining securities are liquidated, the Company intends to make additional distributions to Shareholders.

The Company expects that the Voting Shares will be delisted from trading on the Toronto Stock Exchange (the "TSX") on or about April 15, 2014 as the Company will no longer meet the continued listing requirements of the TSX. While the Company will no longer maintain a listing on the TSX, the Company will continue to be a reporting issuer, therefore being required to meet continuous disclosure requirements under applicable securities laws.

CRA Audit

As previously announced, the Company received a proposal letter ("Proposal Letter") from the Canada Revenue Agency ("CRA") in January 2014 in which the CRA indicated that it intends to deny the use of certain tax attributes by the Company on the basis that an acquisition of control of the Company occurred and on the basis of the General Anti-Avoidance Rule in the Income Tax Act (Canada) (the "CRA Matter"). The Company, in consultation with its legal advisors, remains of the view that its tax filing position is appropriate, and does not believe any additional assessment of income tax by the CRA is appropriate. With the extension to the termination date approved by the Shareholders, the Company is now in a position to vigorously defend its tax filing position through to the Tax Court of Canada and beyond, if necessary.

Based on the information in the Proposal Letter and discussions with the CRA, the Company estimates the potential tax liability to be approximately $21.7 million, or $2.06 per Share ("Potential Taxes Payable"). This estimate is based on an aggregate reassessment for the 2009 through 2012 taxation years totaling approximately $22.7 million ("Disputed Amount") which is expected to be reduced by the 2013 Tax Refund. The Company has prepaid the Disputed Amount to the CRA to minimize any further interest from accruing. Should the Company be successful in defending it tax filing position, the Disputed Amount will be refunded with interest.

Forward-Looking Statements

This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information or statements. More particularly and without limitation, this press release contains forward-looking statements and forward-looking information concerning the payment of the Cash Distribution; the amount of the Cash Distribution per Share; the nature of the Company's business following payment of the Cash Distribution; the Company's view of its tax filing position; the delisting of the Voting Shares from the TSX; the Company's intentions to make additional distributions following the liquidation of remaining securities; and the magnitude of the Disputed Amount and the 2013 Tax Refund.

The forward-looking statements and forward-looking information are based on certain key expectations and assumptions made by the Company, including, but not limited to, that the net asset value per Share will not change between the current date and the Cash Distribution Record Date; expectations and assumptions concerning prevailing tax laws; the maximum potential amount that could be assessed as additional tax and arrears interest to the Company by the CRA; the Company's anticipated operating costs following the payment of the Cash Distribution and prevailing stock exchange rules and securities laws. Although the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and forward-looking information because the Company can give no assurance that they will prove to be correct.

Since forward-looking statements and forward-looking information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the risks associated with potential changes in legislation and administrative policy, changes in tax and securities laws, risks associated with corporate debt securities, general economic, political and market conditions, failure to meet investment objectives, availability of tax attributes, liabilities from prior operations, interest rate fluctuations, failure to obtain required regulatory, corporate, shareholder and other approvals and other risks as set forth in the Company's annual information form dated March 6, 2014 available under the Company's SEDAR profile at www.sedar.com.

The Company assumes no obligation to update forward-looking statements or information except as may be required by applicable securities laws.

Contacts:
Deans Knight Income Corporation
Craig Langdon
Chief Executive Officer and Director
(604) 669-0212

Deans Knight Income Corporation
Mark Myles
Chief Financial Officer
(604) 669-0212

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

Latest Stories
Peak 10, Inc., has announced the implementation of IT service management, a business process alignment initiative based on the widely adopted Information Technology Infrastructure Library (ITIL) framework. The implementation of IT service management enhances Peak 10’s current service-minded approach to IT delivery by propelling the company to deliver higher levels of personalized and prompt service. The majority of Peak 10’s operations employees have been trained and certified in the ITIL frame...
As the rapid adoption of containers continues, companies are finding that they lack the operational tools to understand the behavior of applications deployed in these containers, and how to identify issues in their application infrastructure. For example, how are multiple containers within an application impacting each other’s performance? If an application’s service is degraded, which container is to blame? In the case of an application outage, what was the root cause of the outage?
SYS-CON Events announced today that DatacenterDynamics has been named “Media Sponsor” of SYS-CON's 18th International Cloud Expo, which will take place on June 7–9, 2016, at the Javits Center in New York City, NY. DatacenterDynamics is a brand of DCD Group, a global B2B media and publishing company that develops products to help senior professionals in the world's most ICT dependent organizations make risk-based infrastructure and capacity decisions.
SYS-CON Events announced today TMCnet has been named “Media Sponsor” of SYS-CON's 18th International Cloud Expo, which will take place on June 7–9, 2016, at the Javits Center in New York City, NY, and the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Technology Marketing Corporation (TMC) is the world's leading business-to-business and integrated marketing media company, servicing niche markets within the com...
Between the mockups and specs produced by analysts, and resulting applications built by developers, there exists a gulf where projects fail, costs spiral, and applications disappoint. Methodologies like Agile attempt to address this with intensified communication, with partial success but many limitations. In his session at 18th Cloud Expo, Charles Kendrick, CTO & Chief Architect at Isomorphic Software, will present a revolutionary model enabled by new technologies. Learn how business and devel...
Unless you don’t use the internet, don’t live in California, or haven’t been paying attention to the recent news… you should be aware that self-driving cars are on their way to becoming a reality. I have seen them – they are real. If you believe in the future reality of self-driving cars, then continue reading on. If you don’t believe in the future possibilities, then I am not sure what to do to convince you other than discuss the very real changes that will roll out with the consumer producti...
If there is anything we have learned by now, is that every business paves their own unique path for releasing software- every pipeline, implementation and practices are a bit different, and DevOps comes in all shapes and sizes. Software delivery practices are often comprised of set of several complementing (or even competing) methodologies – such as leveraging Agile, DevOps and even a mix of ITIL, to create the combination that’s most suitable for your organization and that maximize your busines...
In the rush to compete in the digital age, a successful digital transformation is essential, but many organizations are setting themselves up for failure. There’s a common misconception that the process is just about technology, but it’s not. It’s about your business. It shouldn’t be treated as an isolated IT project; it should be driven by business needs with the committed involvement of a range of stakeholders.
Struggling to keep up with increasing application demand? Learn how Platform as a Service (PaaS) can streamline application development processes and make resource management easy.
New Relic, Inc. has announced a set of new features across the New Relic Software Analytics Cloud that offer IT operations teams increased visibility, and the ability to diagnose and resolve performance problems quickly. The new features further IT operations teams’ ability to leverage data and analytics, as well as drive collaboration and a common, shared understanding between teams. Software teams are under pressure to resolve performance issues quickly and improve availability, as the comple...
The IoT has the potential to create a renaissance of manufacturing in the US and elsewhere. In his session at 18th Cloud Expo, Florent Solt, CTO and chief architect of Netvibes, will discuss how the expected exponential increase in the amount of data that will be processed, transported, stored, and accessed means there will be a huge demand for smart technologies to deliver it. Florent Solt is the CTO and chief architect of Netvibes. Prior to joining Netvibes in 2007, he co-founded Rift Technol...
SYS-CON Events announced today that Enzu, a leading provider of cloud hosting solutions, will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. Enzu’s mission is to be the leading provider of enterprise cloud solutions worldwide. Enzu enables online businesses to use its IT infrastructure to their competitive advantage. By offering a suite of proven hosting and management services, Enzu wants companies to foc...
Many private cloud projects were built to deliver self-service access to development and test resources. While those clouds delivered faster access to resources, they lacked visibility, control and security needed for production deployments. In their session at 18th Cloud Expo, Steve Anderson, Product Manager at BMC Software, and Rick Lefort, Principal Technical Marketing Consultant at BMC Software, will discuss how a cloud designed for production operations not only helps accelerate developer...
Join IBM June 8 at 18th Cloud Expo at the Javits Center in New York City, NY, and learn how to innovate like a startup and scale for the enterprise. You need to deliver quality applications faster and cheaper, attract and retain customers with an engaging experience across devices, and seamlessly integrate your enterprise systems. And you can't take 12 months to do it.
This is not a small hotel event. It is also not a big vendor party where politicians and entertainers are more important than real content. This is Cloud Expo, the world's longest-running conference and exhibition focused on Cloud Computing and all that it entails. If you want serious presentations and valuable insight about Cloud Computing for three straight days, then register now for Cloud Expo.