Langley, BC / ACCESSWIRE / August 15, 2014/ Iplayco Corporation Limited (TSX VENTURE: IPC) ("Iplayco" or the "Corporation") are pleased to announce that, further to its June 25, 2014 news release, at the special meeting of Iplayco shareholders held on August 15, 2014 in Langley, British Columbia (the "Meeting"), Iplayco shareholders approved the proposed private placement of 10,650,000 units of Iplayco (the "Units") at a purchase price of $0.83 per Unit to FAS Entertainment B.C. Ltd. (the "Investor"), a wholly-owned subsidiary of Saudi FAS Holding Company ("FAS"), for gross proceeds to Iplayco of $8,839,500. Each Unit will consist of one common share of Iplayco (a "Common Share") and one tenth of one share purchase warrant, with each whole warrant (a "Warrant") being exercisable until October 1, 2016 to acquire one additional Common Share at a price of $0.85 per Common Share. Upon closing of the Private Placement ("Closing"), FAS will own 10,650,000 Common Shares and 1,065,000 Warrants, representing approximately 51% of the Common Shares outstanding on completion of the Private Placement (approximately 53%, assuming full exercise of the Warrants).
It is a condition precedent of the Private Placement that, effective as of the date of Closing (the "Closing Date"), the board of directors of the Corporation shall be comprised of nine directors, of whom at least 50% shall be nominated by the Investor. At the Meeting, Iplayco shareholders resolved to fix the number of directors at eight effective as of the Closing Date, and elected the following individuals to serve as directors following Closing: Franco Aquila, Scott C. Forbes, David A. Perkins, Thomas C. (Craig) Williams, Muhannad Awad, Abdulrahman Moulay, Ebrahim Vantra and Shaun Kriel. The Investor will nominate an additional director nominee to be appointed to the Board on the Closing Date by the directors of the Corporation pursuant to By law No. 1 of the Corporation.
At the Meeting, Iplayco shareholders also confirmed an amendment made to By-law No. 1 of the Corporation that, effective as of the Closing Date, removes certain Canadian residency requirements of the directors of the Corporation, which amendment will permit the board of directors of the Corporation as constituted effective the Closing Date to be appropriately qualified to transact business and will provide flexibility to the Investor in selecting non-Canadian resident board nominees from and after the Closing Date in accordance with its rights under the investment agreement dated June 25, 2014 between the Corporation, the Investor and FAS.
Closing of the Private Placement remains subject to certain closing conditions standard for a transaction of this nature, including, without limitation, final acceptance from the TSX Venture Exchange.
Iplayco will use the proceeds from the Private Placement in part to fund its working capital requirements and in part for general corporate purposes.
About Iplayco Corporation Limited
Iplayco is a global leader in the design, manufacturing and installation of premium-quality, fun, safe and durable play structures for children. In its 15-year history, Iplayco has sold play structures to over 50 countries and to 16 different markets, including family entertainment centres, theme parks, shopping malls, restaurants, fitness and health clubs, municipalities, schools, daycare centres, hospitals, zoos and churches. Iplayco also owns and operates a family entertainment centre ("The Great Escape") in Langley, British Columbia. For more information, please visit www.iplaycoltd.com.
Cautionary Note Regarding Forward-looking Statements
This news release contains certain forward-looking statements. All statements, other than statements of historical fact, included herein, including without limitation statements regarding the Corporation's business, results or future plans, are forward looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Corporation's expectations are disclosed elsewhere in documents that are available to the public.
For more information, please contact:
Iplayco Corporation Limited
Chief Financial Officer and Corporate Secretary
This announcement is for informational purposes only and does not constitute an offer to purchase, a solicitation of an offer to sell the shares or a solicitation of a proxy.
Neither 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.
Iplayco Corporation Ltd. was recognized as a TSX Venture 50(R) company in 2014. TSX Venture 50 is a trade-mark of TSX Inc. and is used under license.
SOURCE: Iplayco Corporation Limited