MONTREAL, April 11, 2022 /CNW Telbec/ – Carebook Technologies Inc. (“Carebook” or the “Company“) (TSXV: CRBK), (OTCPK: CRBKF), (XFRA: PMM1), a leading Canadian provider of innovative digital health solutions, is pleased to announce that it will be offering rights (the “Rights Offering“) to holders of its common shares (“Common Shares“) of record at the close of business on April 19, 2022 (the “Record Date“). Pursuant to the Rights Offering, each holder of Common Shares will receive one transferable right (a “Right“) for each Common Share held. Every 1.5917452 Rights will entitle a holder to purchase one (1) Common Share at a price of $0.15 per Common Share (the “Subscription Price“). The maximum gross proceeds that may be raised by the Company under the Rights Offering is $4,500,000.
Based on the 47,752,356 Common Shares outstanding as of the date of this news release, a maximum of 30,000,000 Common Shares could be issued pursuant to the Rights Offering, representing 62.8% of the currently issued and outstanding Common Shares. The final number of Rights issued will depend on the actual number of Common Shares issued and outstanding on the Record Date. The Rights Offering will be conducted in Canada, and in those jurisdictions where Carebook may lawfully offer the Rights.
The Rights Offering will include an additional subscription privilege under which holders of Rights who fully exercise their basic subscription privilege will be entitled to subscribe pro rata for additional Common Shares, if available, that were not otherwise subscribed for in the Rights Offering.
A Rights Offering notice, together with Rights certificates, will be mailed to registered holders of Common Shares as of the Record Date. Full details of the Rights Offering, including information regarding the distributions of the Rights and the procedures to be followed, are included in the Rights Offering circular, which will be filed, together with the Rights Offering notice, under Carebook’s profile on SEDAR at www.sedar.com on the date hereof. To subscribe for Common Shares, a completed Rights certificate, together with payment in full of the aggregate Subscription Price for the Common Shares subscribed for, must be received by the subscription agent for the Rights Offering, TSX Trust Company, prior to the expiry of the Rights at 5:00 p.m. (Toronto time) on May 12, 2022. Shareholders who hold their Common Shares through an intermediary, such as a bank, trust company, securities dealer or broker, will receive materials and instructions from their intermediary.
The Rights and the Common Shares issuable upon exercise of the Rights will be listed on the TSX Venture Exchange (“TSXV“). The Rights will be listed for trading on the TSXV beginning on April 18, 2022 under the symbol “CRBK.RT”. Trading in the Rights on the TSXV will cease at 12:00 p.m. (noon) (Toronto time) on May 12, 2022.
If you are a holder of Common Shares and reside outside of Canada, please review the Rights Offering notice, circular and notice to ineligible shareholders which will be mailed to you or your intermediary to determine your eligibility and the process and timing requirements to receive and/or exercise your Rights. The Company requests any ineligible shareholder interested in exercising their Rights to contact the Company at their earliest convenience.
The Rights and Common Shares issuable upon exercise of the Rights have not been and will not be registered under the United States Securities Act of 1933 (the “U.S. Securities Act“), or applicable state securities laws and may not be exercised, offered or sold, as applicable, in the United States or to or for the account or benefit of a person in the Unities States or a U.S. Person (as defined in Regulation S of the U.S. Securities Act) absent registration or an applicable exemption from the registration requirements. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company. There shall be no offer or sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification of such securities under the laws of any such jurisdiction.
In connection with the Rights Offering, the Company has entered into a stand-by commitment agreement dated April 11, 2022 (the “Stand-by Commitment Agreement“) with UIL Limited (“UIL” or the “Stand-by Guarantor“), a current significant shareholder of the Company. The Stand-by Guarantor has agreed, subject to certain terms, conditions and limitations, to purchase such number of Common Shares that are available to be purchased, but not otherwise subscribed for under the Rights Offering, that will result in 100% of the Common Shares being subscribed under the Rights Offering (the “Stand-by Commitment“). Pursuant to the Stand-by Commitment, the Company will, subject to the terms of the Stand-by Commitment Agreement, issue Common Shares in connection with the Rights Offering guaranteeing the Company to receive the Maximum Proceeds aggregate gross proceeds of at least $4,500,000. Further, pursuant to the Stand-by Commitment Agreement, UIL is entitled to receive warrants entitling the Stand-by Guarantor to purchase a number of Common Shares equal to 1.5% of the Common Shares purchased by the Stand-by Guarantor under the Stand-by Commitment Agreement less those Common Shares to which the Stand-by Guarantor is entitled under its basic subscription privilege and those it subscribes for under its additional subscription privilege. Further details of the Stand-by Commitment Agreement are contained in the Rights Offering circular.
As at the date hereof, UIL owns, exercises control or has direction over, directly or indirectly, 14,220,200 Common Shares, representing approximately 29.8% of the currently issued and outstanding Common Shares.
In addition, SAYKL Investments Ltd. (“SAYKL“), a company controlled by Dr. Sheldon Elman, Chairman of the Company and Stuart M. Elman, director of the Company, and which owns, controls or has direction over, jointly with its affiliates, 17,366,330 issued and outstanding Common Shares, or one of its affiliates, intends to exercise its Rights to purchase up to approximately $1,000,000 worth of Common Shares under the Rights Offering, representing 6,666,666 Common Shares.
If no Rights are exercised under the Rights Offering, other than those exercised by the Stand-by Guarantor pursuant to the Stand-by Commitment Agreement, and assuming SAYKL or an affiliate thereof subscribed for approximately $1,000,000 worth of Common Shares, representing 6,666,666 Common Shares, each of UIL and SAYKL would beneficially hold, control or direct, directly or indirectly, 37,553,533 and 24,032,996 Common Shares, respectively, representing 48.3% and 30.9% of the then issued and outstanding Common Shares.
Each of UIL and SAYKL is a “related party” of the Company under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“) because it exercises control and direction over more than 10% of the issued and outstanding Common Shares. The Rights Offering is not subject to the related party transaction rules under MI 61-101 based on a prescribed exception related to rights offerings.
“We are extremely pleased to support and participate in this Rights Offering,” commented Dr. Sheldon Elman, Carebook Chairman and Director of SAYKL. “We are also very pleased that UIL has agreed to enter into this Stand-By Commitment Agreement ensuring the success of the offering. This show of support by the majority shareholders is a true endorsement of the strategy put in place by Carebook’s new CEO Michael Peters over the past six months. With the successful integration of Wellness Checkpoint and CoreHealth, both acquired in 2021, Carebook is now well positioned to lead the global employer market with its comprehensive offering of innovative digital health solutions.”
The Company intends to use the net proceeds of the Rights Offering to repay indebtedness, for working capital and other general corporate purposes.
Our core is science. Our solutions are accessible. Our mission is to empower people.
Carebook’s digital health platform empowers its clients and more than 3.5 million members to take control of their health journey. During 2021, the Company completed the acquisitions of InfoTech Inc., a global leader in health and productivity risk management, and CoreHealth Technologies Inc., owner of an industry-leading wellness platform. In combination, these companies create an end-to-end digital health platform that includes both assessment tools and the technology to deliver complementary solutions. Carebook’s shares trade on the TSXV under the symbol “CRBK,” on the OTC Markets under the symbol “CRBKF,” and on the Open Market of the Frankfurt Stock Exchange under the symbol “PMM1.”
The TSXV has not reviewed and does not accept responsibility for the adequacy of the content of the information contained herein. Neither TSXV nor its Regulation Services Provider (as that term is defined in policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
This release includes forward-looking information and forward-looking statements within the meaning of Canadian securities laws regarding Carebook, its subsidiaries and their business, including statements regarding the timing of and other procedural matters associated with the Rights Offering; the funds to be raised under the Rights Offering; the participation of the Stand-by Guarantor in the Rights Offering, and the proposed use by Carebook of the net proceeds of the Rights Offering. Often, but not always, forward-looking information can be identified by the use of words such as “plans”, “is expected”, “expects”, “scheduled”, “intends”, “contemplates”, “anticipates”, “believes”, “proposes” or variations (including negative variations) of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Such statements are based on the current expectations of the management of Carebook and are based on assumptions and subject to risks and uncertainties. Although the management of Carebook believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect, and undue reliance should not be placed on such forward-looking statements. The forward-looking statements reflect the Company’s current views with respect to future events based on currently available information and are inherently subject to risks and uncertainties. The forward-looking events and circumstances discussed in this release may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting the Company, including economic factors, management’s ability to manage and to operate the business of Carebook, management’s ability to successfully integrate the Company’s completed acquisitions and to realize the synergies of such acquisitions, management’s ability to successfully complete product studies, the equity markets generally and risks associated with growth and competition, as well as the risk factors identified in the Company’s management’s discussion and analysis for the year ended December 31, 2020 and described under the heading “Item 21 – Risk Factors” in the Listing Application of the Company dated September 28, 2020, each of which can be found on SEDAR under the Company’s profile at www.sedar.com. Although Carebook has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on any forward-looking statements or information. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and Carebook does not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise. In addition, the current situation and future developments with respect to the COVID-19 pandemic could cause certain of the assumptions and information set forth herein or the fact that on which such assumptions are based to differ materially from previous expectations including in respect of demand for our products, access to debt and equity capital and other factors.
SOURCE Carebook Technologies Inc.