WEQ Holdings Inc. (formerly WesternOne Inc.) Announces Additional Interim Distribution to Shareholders and Provides Update on Liquidation Proceedings

On September 24, 2020, the Corporation released a Press Release announcing WEQ Holdings Inc. (formerly WesternOne Inc.) (“WEQ” or the “Corporation”) by The Bowra Group Inc. in its capacity as the Court-appointed liquidator of WEQ (the “Liquidator”), today announced that shareholders as of the close of business on September 25, 2020 (the “Record Date”) will be entitled to receive a further interim distribution (the “Interim Distribution”) made pursuant to a Liquidation Plan dated December 17, 2018 (the “Plan”) of Cdn$0.20 per share. The Plan was approved by the Supreme Court of British Columbia (the “Court”) pursuant to an Order dated December 17, 2018 (the “Liquidation Order”).

The Interim Distribution will be characterized as a reduction of stated capital. Shareholders are advised to consult their own tax and financial advisors in respect of the Interim Distribution.

By September 29, 2020, the Liquidator will transfer the aggregate value of the Interim Distribution, on behalf and for the account of the Corporation, to the Corporation’s transfer agent. The Liquidator anticipates that the Interim Distribution will be made by the transfer agent to WEQ shareholders on or about September 30, 2020. WEQ currently has 16,402,044 common shares issued and outstanding.

As noted in its June 24, 2020 news release, WEQ is working to resolve the remaining known outstanding matters related to its liquidation, including tax matters, and continues to make progress. The date of WEQ’s dissolution and any future interim or final distribution remains unclear at this time.

WesternOne Inc. Announces Closing of Sale of Equipment Rentals and Heat Business to United Rentals and Wind-up of Operations

On November 30, 2018, WesternOne announced the closing of the sale of the Equipment Rentals and Heat Business (the "Business") to United Rentals of Canada, Inc. and changed the corporate name from WesternOne Inc. to WEQ Holdings Inc. 

As outlined in the Information Circular dated October 26, 2018, the completion of the transaction allows WEQ Holdings Inc. to wind-up its operations and return to its shareholders the net proceeds of the sale of the Business, after repayment of all bank debt and other liabilities including the outstanding convertible debentures, taxes and transaction related expenses collectively as part of a Court approved liquidation process. 

WEQ Holdings Inc. (the “Corporation”) has commenced an offer to purchase all of the outstanding 6.25% Convertible Series 3 Unsecured Subordinated Debentures (“Debentures”) at a price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, on such Debentures up to, but excluding, the date of acquisition of such Debentures, being January 4, 2019 (the “Change of Control Offer”). For each $1,000 principal amount of Debentures validly tendered to the Change of Control Offer, the holders thereof will receive $1,010.6849 in cash. The semi-annual interest payment for the period from July 1, 2018 to December 30, 2018 will be paid separately by the Corporation on December 31, 2018. The Change of Control Offer has been made pursuant to requirements of the debenture indenture dated as of February 26, 2010 between the Corporation’s predecessor and Computershare Trust Company of Canada (the “Debenture Trustee”), as supplemented from time to time (the “Indenture”), under which the Debentures were issued and are governed. The Change of Control Offer is open for acceptance until 5:00 p.m. (Toronto time) on January 2, 2019 and has been filed on SEDAR at www.sedar.com. Should a holder of Debentures elect not to tender any or all of its Debentures to the Change of Control Offer, such Debentures will be redeemed by the Corporation, as discussed below. 

In addition to the Change of Control Offer, the Corporation has delivered a Notice of Redemption on December 6, 2018 providing that, in the event the Change of Control Offer is not accepted with respect to any or all of the Debentures, the Corporation will redeem any Debentures remaining outstanding on or about January 7, 2019 (the “Redemption Date”). Such Debentures will be redeemed on the Redemption Date upon payment of a redemption amount of $1,001.1986 for each $1,000 principal amount of Debentures, being equal to the aggregate of: (i) the aggregate principal amount payable in respect of outstanding Debentures on the Redemption Date; and (ii) all accrued and unpaid interest on the Debentures to but excluding the Redemption Date (collectively, the “Total Redemption Price”). The Total Redemption Price will be payable on the Redemption Date at the following corporate trust office: Computershare Trust Company of Canada, 3rd Floor – 510 Burrard Street, Vancouver, British Columbia V6C 3B9. Interest shall cease to be payable upon the principal amount of Debentures called for redemption from and after the Redemption Date.

Plan of Liquidation

For more information regarding the liquidation process, please contact: 
The Bowra Group Inc. 
Gordon Brown, Vice President 
Bentall 1 Centre, Box 72
505 Burrard St. #430
Vancouver, BC  V7X 1M3
Tel: (604) 689-8939
Fax: (604) 689-8584
All Court materials filed and updates on the status of the liquidation will be available on the Liquidator’s website at www.bowragroup.com/weq-holdings.
 

WEQ Holdings Inc.

For more information regarding WEQ Holdings Inc., please contact The Bowra Group Inc.  See above for contact information.
 
Additional information relating to WEQ Holdings Inc. and other public filings, are available on SEDAR at www.sedar.com. 
 

Equipment Rentals and Heat Business

For more information regarding the Equipment Rentals and Heat Business, please contact: 

United Rentals of Canada, Inc.  
www.unitedrentals.co

WEQ Holdings Inc. Timeline
October 22, 2018:

WesternOne Inc. (Toronto Stock Exchange: WEQ and WEQ.DB) enters into a definitive agreement with United Rentals of Canada, Inc. pursuant to which United Rentals agreed to acquire WesternOne’s equipment rentals and heat business and substantially all of the related assets. 

 

Press release:  WesternOne Inc. Announces Sale of Equipment Rentals and Heat Business to United Rentals and Wind-up of Operations
October 26, 2018:

The terms and conditions of the transaction, as well as details of the expected distributions to shareholders, are disclosed in WesternOne’s information circular. 

 

Press Release:  Notice of Special Meeting and Information Circular
November 28, 2018:

At the special meeting of shareholders, the transaction was approved by shareholders. Shareholders approved a special resolution to change WesternOne Inc.’s name to WEQ Holdings Inc. (www.weq.ca) and a plan of liquidation for WEQ Holdings Inc.

 

Press Release:  WesternOne Inc. Announces Voting Results of the Special Meeting of Shareholders
November 30, 2018:

United Rentals of Canada, Inc. completed the acquisition of WesternOne Inc.’s equipment rentals and heat business and substantially all of the related assets.

 

Press Release:  WesternOne Inc. Announces Closing of Sale of Equipment Rentals and Heat Business to United Rentals and Wind-up of Operations
December 6, 2018:

WEQ Holdings Inc. announced today that following completion of closing of the sale of its equipment rentals and heat business to United Rentals of Canada, Inc., which was announced on November 30, 2018, it has attended to several key follow-up matters.

 

Press Release:  WEQ Holdings Inc. (formerly WesternOne Inc.) Confirms Change of Name and Announces Change of Control Offer to Purchase and Notice of Redemption for its 6.25% Convertible Series 3 Unsecured Subordinated Debentures
December 17, 2018:

WEQ Holdings Inc. announced today that effective December 17, 2018, it formally adopted the plan of liquidation and dissolution substantially in the form set out in Schedule C to the Corporation’s information circular dated October 26, 2018, to proceed with the voluntary liquidation and dissolution of the Corporation pursuant to the Canada Business Corporations Act. In connection with the adoption of the Plan of Liquidation, WEQ has appointed The Bowra Group Inc. as liquidator and obtained orders of the Supreme Court of British Columbia to: (i) have the liquidation process supervised by the Court and be relieved of any obligations to provide further financial statements and hold further shareholder meetings; and (ii) set forth the procedure for making claims.  All Court materials filed and updates on the status of the liquidation will be available on the Liquidator’s website at www.bowragroup.com.

 

Press Release:  WEQ Holdings Inc. (formerly WesternOne Inc.) Announces Adoption of Plan of Liquidation and Resignation of Directors
January 7, 2019:

WEQ Holdings Inc. announced today that it has completed both the previously announced change of control offer to purchase all of its 6.25% Convertible Series 3 Unsecured Subordinated Debentures at a price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, on the Debentures up to, but excluding, the date of acquisition of the Debentures, being January 4, 2019 and the redemption of all remaining outstanding Debentures following the Change of Control Offer on January 7, 2019. 

 

Press Release:  WEQ Holdings Inc. (formerly WesternOne Inc.) Announces Completion of Change of Control Offer to Purchase and Redemption of all Outstanding 6.25% Convertible Series 3 Unsecured Subordinated Debentures 
April 9, 2019:

The Corporation announced today that it has ceased to be a reporting issuer in each of the provinces of Canada and is no longer a reporting issuer in any jurisdiction, as a result of decision of the securities regulatory authorities of each of the Provinces of Canada granted in response to an application made by the Corporation. Accordingly, the Corporation will no longer be required to file financial statements or other continuous disclosure documents with Canadian securities regulatory authorities.  

 

Press Release:  WEQ Holdings Inc. (formerly WesternOne Inc.) Ceases to be a Reporting Issuer if Canada and Provides a Corporate Update 
June 28, 2019:

WEQ Holdings Inc. by The Bowra Group Inc. in its capacity as the Court-appointed liquidator of WEQ, confirms that the Liquidator is in the process of finalizing the post-closing purchase price adjustments with United Rentals of Canada, Inc. (“URI”) under the definitive asset purchase agreement pursuant to which WEQ sold substantially all of its assets to URI at the end of November 2018. The Liquidator expects to finalize these adjustments with URI before the end of July 2019 and intends to make an interim distribution to shareholders of WEQ shortly thereafter. WEQ will issue a further news release confirming the timing and amount of such interim distribution once determined. 

 

Press Release:  WEQ Holdings Inc. (formerly WesternOne Inc.) Confirms Intention to Make Interim Distribution to Shareholders as Part of Liquidation Proceedings 
July 23, 2019:

WEQ Holdings Inc. by The Bowra Group Inc. in its capacity as the Court-appointed liquidator of WEQ (the “Liquidator”), today announced that shareholders as of the close of business on July 23, 2019 (the “Record Date”) will be entitled to receive an interim distribution (the “Interim Distribution”) made pursuant to a Liquidation Plan dated December 17, 2018 (the “Plan”) of Cdn$2.00 per share. The Plan was approved by the Supreme Court of British Columbia (the “Court”) pursuant to an Order dated December 17, 2018 (the “Liquidation Order”).

 

The Interim Distribution will be characterized as a reduction of stated capital. Shareholders are advised to consult their own tax and financial advisors in respect of the Interim Distribution.

 

Press Release:  WEQ Holdings Inc. (formerly WesternOne Inc.) Announces Interim Distribution to Shareholders as Part of Liquidation Proceedings 
September 24, 2019:

WEQ Holdings Inc. by The Bowra Group Inc. in its capacity as the Court-appointed liquidator of WEQ (the “Liquidator”), provides an update as to the liquidation proceedings. As announced in its news release dated July 23, 2019, WEQ made an interim distribution pursuant to a Liquidation Plan dated December 17, 2018 (the “Plan”). The Plan was approved by the Supreme Court of British Columbia (the “Court”) pursuant to an Order dated December 17, 2018 (the “Liquidation Order”).

 

WEQ is continuing in its efforts to address remaining outstanding matters relating to its liquidation, including tax matters. At this time, WEQ is not aware of the anticipated date of an additional distribution, if any, or the date of its dissolution.

 

Press Release:  WEQ Holdings Inc. (formerly WesternOne Inc.) Provides Update on Liquidation Proceedings 
December 19, 2019:

WEQ Holdings Inc. by The Bowra Group Inc. in its capacity as the Court-appointed liquidator of WEQ (the “Liquidator”), provides an update as to the liquidation proceedings.  As announced in its news release dated July 23, 2019, WEQ made an interim distribution pursuant to a Liquidation Plan dated December 17, 2018 (the “Plan”). The Plan was approved by the Supreme Court of British Columbia (the “Court”) pursuant to an Order dated December 17, 2018 (the “Liquidation Order”). 

 

WEQ is continuing in its efforts to address remaining outstanding matters relating to its liquidation, including tax matters, and is making progress.  However, at this time, WEQ is not aware of the anticipated date of an additional distribution, if any, or the date of its dissolution. The Liquidator has filed an application (the “Application”) with the Court for an order to, among other things, extend the time for passing the final accounts.  The Application is expected to be heard on or about January 10, 2020.  The First Report to the Court of the Liquidator has been filed with the Court as part of the Application. 

 

Press Release:  WEQ Holdings Inc. (formerly WesternOne Inc.) Provides Update on Liquidation Proceedings 
March 26, 2020:

WEQ Holdings Inc. by The Bowra Group Inc. in its capacity as the Court-appointed liquidator of WEQ (the “Liquidator”), today provided an update as to the liquidation proceedings under the Liquidation Plan dated December 17, 2018 (the “Plan”).  The Plan was approved by the Supreme Court of British Columbia (the “Court”) pursuant to an Order dated December 17, 2018 (the “Liquidation Order”).

 

As noted in its December 19, 2019 news release, the Liquidator filed an application with the Court to, among other things, extend the time for passing the final accounts.  On January 10, 2020, the Court granted an extension until December 17, 2020.  WEQ is continuing in its efforts to address remaining outstanding matters relating to its liquidation, including tax matters, and is making progress.  However, at this time, WEQ is not aware of the anticipated date of one or more additional distributions, if any, or the date of its dissolution.

 

Press Release:  WEQ Holdings Inc. (formerly WesternOne Inc.) Provides Update on Liquidation Proceedings 
June 24, 2020:

WEQ Holdings Inc. by The Bowra Group Inc. in its capacity as the Court-appointed liquidator of WEQ (the “Liquidator”), today provided an update as to the liquidation proceedings under the Liquidation Plan dated December 17, 2018 (the “Plan”).  The Plan was approved by the Supreme Court of British Columbia (the “Court”) pursuant to an Order dated December 17, 2018 (the “Liquidation Order”).

 

WEQ is working to resolve the remaining known outstanding matters relating to its liquidation, including tax matters, and continues to make progress. At this time, the Liquidator expects to make a decision on the date and amount of an additional distribution to shareholders by the end of the third fiscal quarter of 2020. The date of WEQ’s dissolution remains unclear at this time.

 

Press Release:  WEQ Holdings Inc. (formerly WesternOne Inc.) Provides Update on Liquidation Proceedings 
September 24, 2020:

WEQ Holdings Inc. by The Bowra Group Inc. in its capacity as the Court-appointed liquidator of WEQ (the “Liquidator”), today announced that shareholders as of the close of business on September 25, 2020 (the “Record Date”) will be entitled to receive a further interim distribution (the “Interim Distribution”) made pursuant to a Liquidation Plan dated December 17, 2018 (the “Plan”) of Cdn$0.20 per share. The Plan was approved by the Supreme Court of British Columbia (the “Court”) pursuant to an Order dated December 17, 2018 (the “Liquidation Order”). 

 

The Interim Distribution will be characterized as a reduction of stated capital. Shareholders are advised to consult their own tax and financial advisors in respect of the Interim Distribution. 

 

Press Release:  WEQ Holdings Inc. (formerly WesternOne Inc.) Announces Additional Interim Distribution to Shareholders and Provides Update on Liquidation Proceedings 
  Additional information relating to WEQ Holdings Inc. and other public filings, are available on SEDAR at www.sedar.com.