IC Capitalight Corrects False and Misleading Statements made by Stone Investment Group Limited
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IC Capitalight Corrects False and Misleading Statements made by
Stone Investment Group Limited
TORONTO, ON / ACCESSWIRE / December 15, 2021 / IC Capitalight Corp. ("Capitalight") encourages all
holders of debentures of Stone Investment Group Limited ("SIG") to tender to Capitalight’s cash tender
offer (the "Capitalight Offer") to acquire all of the outstanding debentures (the "Debentures") of SIG,
upon the terms and subject to the conditions set forth in the Offer to Purchase circular dated as of
December 10, 2021.
The Capitalight Offer is Superior to The SIG Offer:
The Capitalight Offer
√ $100 Premium to SIG Offer – Capitalight’s offer represents a $100 premium to the SIG offer and
Capitalight is prepared to acquire ALL Debentures tendered. Capitalight has ample financial resources to
fund the Capitalight Offer including commitments from high net worth officers and directors of
Capitalight, including Douglas MacQuarrie, Brian Bosse and Veronika Hirsch.
√ No Cap on Participation – Unlike the SIG offer, Capitalight’s offer is for ALL of the outstanding
Debentures.
√ Lower Tender Threshold – Capitalight’s offer has a much lower tender threshold than the SIG offer. As
a result, Debentureholders are much more likely to be able to sell their Debentures by tendering to the
superior Capitalight offer than through acceptance of the SIG offer.
√ Ability of Waiver of Tender Threshold – Capitalight has the ability to waive its lower minimum tender
condition and acquire whatever Debentures are tendered. In contrast, as SIG’s offer is dependent on
acquiring sufficient Debentures to pass an Extraordinary Resolution to extend the Debenture maturity
date, SIG is unlikely to be able to waive its higher minimum tender condition.
The SIG Offer
$100 LOWER – The SIG offer of $670 is $100 lower than the Capitalight offer.
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SIG Offer Locks Debentureholders into an inferior Offer – Tenders to the SIG offer are irrevocable,
meaning that Debentureholders accepting the SIG offer could be locked into SIG’s failed offer without
having the opportunity to withdraw their Debentures and tender to the higher Capitalight Offer. SIG’s
refusal to release Debentures tendered to the SIG offer and its enforcement of the irrevocable terms of
the letter of transmittal are oppressive and highly prejudicial to Debentureholders who have been
rushed by SIG into accepting its coercive offer.
Uncertainty for remaining Debentureholders – If the SIG offer is successful, the Debentures will be
controlled by Stone and extended again for five years. The remaining Debentureholders may never
have an opportunity to liquidate at $770, if at all.
Entrenched Management - In 2011 SIG launched a scheme to extend the expiry of the Debentures.
This scheme involved paying brokers a significant fee to solicit votes from clients holding SIG Debentures
to approve the extension of the maturity date. In 2016 SIG management launched a similar scheme
again to avoid repaying the Debentures on the maturity date while paying themselves combined annual
salaries that exceed the total annual interest payments on the Debentures. Now, in 2021 the scheme
involves taking advantage of Debentureholders by waiting until the last minute before the December 28
maturity date to make a below-market-value offer for only the portion of Debentures required to
guarantee approval, once again, to extend the maturity date for another five years.
The Capitalight Offer is open for acceptance until 5:00 p.m. (Toronto time) on December 21, 2021,
unless the Capitalight Offer is extended or withdrawn.
Any broker or Debentureholder that has questions or has already tendered to the coercive SIG offer is
encouraged to contact the Information Agent, Carson Proxy Advisors, by telephone North American toll
free phone: 1-800-530-5189; outside North America - collect: 416-751-2066 or by email:
[email protected] for assistance in accepting the Capitalight Offer and in validly depositing
Debentures.
About IC Capitalight Corp.
Capitalight operates as a merchant bank that pursues value-based investment opportunities through a
portfolio of companies, securities and mineral properties. The securities investments consist primarily of
Stone Debentures. The Company's business operations include Capitalight Research Inc., a wholly
owned subsidiary that that publishes proprietary subscription research reports focused on the gold,
silver and critical metals sectors, Canadian preferred shares, bonds and economics. The mineral
exploration business consists of the Blue Lake Cu-Ni-Pt-Pd property near Schefferville, Quebec. To learn
more about Capitalight please visit http://www.capitalight.co or contact us at: [email protected]
Forward-Looking Information
This news release includes certain "forward-looking statements" under applicable Canadian securities
legislation that are not historical facts. Forward-looking statements involve risks, uncertainties, and
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other factors that could cause actual results, performance, prospects, and opportunities to differ
materially from those expressed or implied by such forward-looking statements.
Cautionary Statement Respecting the Capitalight Offer
The Offer to Purchase document contains important information about the Capitalight Offer and should
be read in its entirety by SIG Debentureholders. A copy of the Capitalight Offer document is available for
no charge under SIG's profile on the System for Electronic Document Analysis and Retrieval (SEDAR)
at www.sedar.com.
SOURCE: IC Capitalight Corp.