WEQ Holdings Inc. (formerly WesternOne Inc.) Announces Final Distribution to Shareholders and Provides Update on Liquidation Proceedings
On February 5, 2021, 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 February 3, 2021 (the “Record Date”) will be entitled to receive a final distribution of $0.124 per share(the “Final Distribution”) made pursuant to an order of the Supreme Court of British Columbia (the “Court”) dated December 16, 2020 (the “2020 Court Order”), approving the Liquidator making the Final Distribution and the discharge of the Liquidator on certain conditions. A Liquidation Plan dated December 17, 2018 (the “Liquidation Plan”) was approved by the Court pursuant to an Order dated December 17, 2018 (the “Liquidation Order”).
The Final Distribution represents the final payment to WEQ shareholders by the Liquidator in the liquidation of WEQ Holdings Inc. It will be characterized as a reduction of stated capital. Shareholders are advised to consult their own tax and financial advisors in respect of the Final Distribution.
By February 5, 2021, the Liquidator will transfer the aggregate value of the Final Distribution, on behalf and for the account of the Corporation, to the Corporation’s transfer agent. The Liquidator anticipates that the Final Distribution will be made by the transfer agent to WEQ shareholders on or about February 8, 2021. WEQ currently has 16,400,011 common shares issued and outstanding (the “Shares”).
As noted in its December 17, 2020 news release, the Liquidator is working to resolve the remaining known outstanding matters relating to its liquidation, including filing of the final tax return of WEQ, requesting and obtaining a final tax clearance certificate from the Canada Revenue Agency and attending to the dissolution of WEQ. The Liquidator currently estimates this remaining work to be complete by June 30, 2021 at which point upon receipt of a certificate of dissolution for WEQ, all of the Shares will be deemed to be cancelled by the 2020 Court Order.
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
The Bowra Group Inc.Gordon Brown, Vice PresidentBentall 1 Centre, Box 72
505 Burrard St. #430
Vancouver, BC V7X 1M3
Tel: (604) 689-8939Fax: (604) 689-8584
WEQ Holdings Inc.
Equipment Rentals and Heat Business
For more information regarding the Equipment Rentals and Heat Business, please contact:
United Rentals of Canada, Inc.