TORONTO, ONTARIO--(Marketwire - Jan. 23, 2013) -
NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES OR DISSEMINATION TO U.S. NEWS WIRE SERVICES
Further to its press release of January 21, 2013, The Futura Loyalty Group Inc. (TSX VENTURE:FUT) ("Futura" or the "Company") announces that it has entered into agreements for the sale of Futura.
The transactions are subject to Court approval in respect of Futura's proceeding under the Companies' Creditors Arrangement Act (Canada) (the "CCAA Proceeding"), which approval will be sought prior to January 31, 2013. Subject to the approval of the Court and the other closing conditions provided in the agreements, Futura anticipates that the sale transactions will be completed on January 31, 2013.
In connection with the CCAA Proceeding, Futura proposes to file Articles of Reorganization under the Canada Business Corporations Act providing for, among other things: (i) the consolidation and redesignation of all of the issued and outstanding common shares of the Company into one redeemable share which share will be redeemed by the Company for $1.00 to be paid to the Court-appointed monitor in respect of the CCAA Proceeding (the "Monitor"); and (ii) the creation and issuance of a new class of common shares. In connection with the foregoing, the current shareholders of Futura will not receive any consideration for their Futura shares and such shareholders are not being asked to vote on any matter relating to the CCAA Proceeding. Following the completion of the transactions, the third party subscriber will own all of the issued and outstanding new common shares in the capital of Futura.
The proceeds from the transactions will be deposited with the Monitor for distribution to Futura's creditors as may be approved by the Court. It is not anticipated that the proceeds from the transactions will be sufficient to satisfy the claims of all secured creditors of the Company. Accordingly, Futura does not expect that any cash distributions will be made to its unsecured creditors or shareholders in connection with the CCAA Proceeding.
The common shares of Futura are currently halted from trading and trading is expected to remain halted pending completion of the transactions described above, following which the Company anticipates that Futura will formally be delisted from trading on the TSX Venture Exchange. During the currency of the CCAA Proceeding, the Company continues to operate its business in the normal course.
About The Futura Loyalty Group Inc.
The Futura Loyalty Group Inc. is an industry-leading provider of integrated and stand-alone loyalty solutions for Canadian and American businesses. Futura offers a comprehensive suite of loyalty products and services including access to Aeroplan in Canada and four top frequent flyer programs in the United States. Futura also develops custom programs for companies wishing to develop proprietary loyalty solutions. Futura's loyalty services include member account set up, management and reward redemption platform, a web-based program transaction reporting interface for merchants, a robust offer management system, retail POS Integration for card swipe issuance, loyalty analytics and a proprietary web based reward issuance solution. For more information regarding Futura, visit www.tflg.ca or www.futuraloyaltygroup.com.
This news release includes certain forward-looking information that is based upon current expectations, which involve, among other things, risks and uncertainties associated with Futura's business and the CCAA Proceeding. Forward-looking information in this news release includes, among others, statements with respect to the approval of the Court of the transactions contemplated herein, the satisfaction of the conditions to closing of such transactions and the completion thereof. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking information, including those identified by the expressions "anticipate", "believe", "plan", "estimate", "expect", "intend", "will", "may", "should", "could", and similar expressions to the extent they relate to Futura or its management. The forward looking information is not historical fact, but reflects Futura's current expectations regarding future results or events. Forward-looking information is subject to a number of risks, uncertainties and assumptions that may cause the actual results of Futura to differ materially from those discussed in the forward-looking information, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on Futura. Factors that could cause actual results or events to differ materially from current expectations include, among other things, changes in general economic and market conditions; the uncertainty involved in court proceedings; changes to regulations affecting Futura's activities; the level of merchant participation in Futura's programs; uncertainties relating to the availability and costs of financing needed in the future; the ongoing operation of Futura's business and other factors, including without limitation, those listed under "Economic Dependence" and "Risks and Uncertainties" in Futura's MD&A for the three and twelve month periods ended December 31, 2011.
Neither the 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.