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PGNX Announces Shareholder Approval and Declares $0.45 Per Share Special Distribution by Way of Return of Capital
By: Marketwired .
Nov. 6, 2012 05:30 PM
KELOWNA, BRITISH COLUMBIA -- (Marketwire) -- 11/06/12 -- PGNX Capital Corp. (NEX BOARD:PGN.H) ("PGNX") (formerly, Paragon Pharmacies Limited, "PGNX" or the "Corporation", TSXV: PGN.V) is pleased to announce that, further to the announcement of October 12, 2012, the shareholders of PGNX have unanimously approved a special resolution to reduce PGNX's stated capital in connection with the proposed $0.45 per share cash distribution by way of a return of capital. This approval was obtained at a Special Meeting of Shareholders held November 6, 2012 in Winnipeg.
The record date for the special distribution has been set at November 9, 2012 (the "Record Date") and the payment of the special distribution is expected to occur on November 15, 2012. This special distribution is derived from proceeds realized from the sale by PGNX of substantially all of its assets on August 1, 2012.
As this distribution of $0.45 per share will exceed 25% of the market value of PGNX's listed securities, the TSX Venture Exchange ("TSXV") has determined to implement due bill trading in respect of the special distribution. The due bill trading will commence on November 7, 2012, being two days prior to the Record Date. The "ex-distribution" date (the date on which purchases of PGNX Common Shares will no longer have an attaching right to the distribution) will be November 16, 2012, the first trading day following the distribution payment date. The due bill redemption date will be November 20, 2012.
Cautionary Statement on Forward-Looking Information
This news release contains forward-looking information and statements which constitute "forward-looking information" under Canadian securities law and which may be material regarding, among other things, PGNX's beliefs, plans, objectives, strategies, estimates, intentions and expectations. Forward-looking information and statements are typically identified by words such as "anticipate", "believe", "expect", "estimate", "forecast", "goal", "intend", "plan", "will", "may", "should", "could" and similar expressions.
Inherent in the forward-looking information and statements are known and unknown risks, uncertainties and other factors beyond PGNX's ability to control or predict, which give rise to the possibility that PGNX's predictions, forecasts, expectations or conclusions will not prove to be accurate, that its assumptions may not be correct and that its plans, objectives and statements will not be achieved. Actual results or developments may differ materially from those contemplated by the forward-looking information and statements.
Certain of these risks, factors, estimates and assumptions are described in more detail in the "Risks and Risk Management" section of PGNX's most recently filed annual and interim Management's Discussion and Analysis for the year-ended August 31, 2011 and the nine month period ended May 31, 2012 to which readers are referred and which are incorporated by reference in this news release. In addition, all forward-looking statements made in this news release are qualified by the full caution regarding Forward-Looking Information and Statements in such Management's Discussion and Analysis. These risks, factors, estimates and assumptions are not exhaustive. PGNX disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, or to explain any material difference between subsequent actual events and such forward-looking statements, except to the extent required by applicable law.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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