Middlefield Streamlines Actively Managed Global Funds Platform
January 23 2023 - 6:42PM
Middlefield Group is pleased to announce we will be undertaking
three mergers to create a more straightforward and cost-effective
funds platform. The Manager believes these mergers will benefit
unitholders of both the terminating and continuing funds, as the
continuing funds will constitute larger and more liquid
investments, resulting in tighter bid-ask spreads, lower expense
ratios and unit prices that trade closer to their net asset value
as compared to the terminating funds.
Middlefield Healthcare Dividend
ETF
Middlefield Healthcare Dividend ETF (“Healthcare
ETF”) (TSX:MHCD), established in 2014, has a track record of
providing tax-efficient monthly distributions and steady capital
appreciation through investing in a high conviction, diversified
portfolio of companies operating in the global healthcare sector.
In order to streamline our healthcare product offerings and seek
larger scale and better liquidity for unitholders, we are pleased
to announce that Sustainable Agriculture & Wellness Dividend
Fund (“Agriculture & Wellness”) (TSX:AGR.UN) and Middlefield
Health & Wellness ETF (“Health & Wellness”) (TSX:HWF) will
merge into the Healthcare ETF (together, “the Healthcare Mergers”).
The Healthcare Mergers are expected to be completed on or about May
17, 2023 (the “Effective Date”), with the Healthcare ETF being the
continuing entity following the Healthcare Mergers.
Middlefield Innovation Dividend
ETF
In addition, the Manager is pleased to announce
that Workplace Technology Dividend Fund (“Workplace Technology”)
(TSX: WORK.UN) will merge into the Middlefield Innovation Dividend
ETF (“Innovation ETF”) (TSX:MINN) (the “Innovation Merger”), which
we expect will result in Workplace Technology unitholders
benefiting from a larger fund, better liquidity and the opportunity
to continue participating in a technology focused fund managed by
Middlefield. The Innovation Merger is expected to be completed on
or about the Effective Date, with the Innovation ETF being the
continuing entity following the Innovation Merger.
The Healthcare Mergers and the
Innovation Merger (together “the Mergers”) will be effected on a
tax-deferred roll-over basis and accordingly, unitholders of the
funds to be merged will not realize capital gains or losses as a
result of the Mergers. The Manager believes the Mergers would be in
the best interests of the unitholders of the funds to be merged.
All costs and expenses directly associated with the Mergers will be
borne by the Manager and not the funds being merged.
The Mergers will be effected at an exchange
ratio calculated as the net asset value per unit of the funds being
merged divided by the net asset value per unit of the Healthcare
ETF and Innovation ETF, respectively, determined as at the close of
trading on the TSX on the business day immediately prior to the
Effective Date. Pursuant to the Mergers, the Healthcare ETF and
Innovation ETF will assume the liabilities of the respective funds
being merged and will issue units of Healthcare ETF and Innovation
ETF in satisfaction of the purchase price for all of the property
of the respective funds being merged.
The unitholders of Agriculture & Wellness
and Workplace Technology who do not wish to participate in the
Mergers can sell their units in the market or tender them to a
special redemption of the applicable fund prior to the completion
of the Mergers. The deadline to tender units under this election is
April 17, 2023 and surrendered units will be redeemed effective as
of April 27, 2023 ("Redemption Effective Date”) at a price equal to
the net asset value per unit of each of the respective funds being
merged as of that date. However, unitholders should be aware that
by tendering units for redemption they will be exposed to pricing
risk for the 10 days between the deadline to tender units and the
Effective Date of the redemption, and that redemption proceeds will
be paid sometime in May. Unitholders should also be aware that
units tendered for redemption will not receive the distributions to
be paid to unitholders of record as of April 28th 2023. The
redemptions may be considered a disposition for purposes of
calculating taxable income. The unitholders of Health &
Wellness being merged who do not wish to participate in the Mergers
can sell their units in the market.
The Mergers remain subject to the
satisfaction of all regulatory requirements and customary closing
conditions.About Middlefield
Founded in 1979, Middlefield is a specialist and
independent equity income manager headquartered in Toronto, Canada.
Middlefield’s actively managed, award-winning funds are designed to
be “investments that work for you” by distributing consistent and
high levels of income through various market cycles. Middlefield’s
funds span a number of market sectors including real estate,
healthcare, innovation, sustainability, infrastructure and energy.
Investors can access these strategies in a variety of product types
including ETFs, Mutual Funds, Closed-End Funds, Split-Share Funds
and Flow-through LPs.
For further information, please visit our
website at www.middlefield.com or contact Nancy
Tham in our Sales and Marketing Department at 1.888.890.1868.
Commissions, trailing commissions, management
fees and expenses all may be associated with owning units of an
investment fund or ETF investments. Please read the prospectus and
publicly filed documents before investing. You will usually pay
brokerage fees to your dealer if you purchase or sell units of an
investment fund on the Toronto Stock Exchange or alternative
Canadian trading platform (an “exchange”). If the units are
purchased or sold on an exchange, investors may pay more than the
current net asset value when buying units of an investment fund and
may receive less than the current net asset value when selling
them. There are ongoing fees and expenses associated with owning
units of an investment fund. An investment fund must prepare
disclosure documents that contain key information about the fund.
You can find more detailed information about the fund in the public
filings available at www.sedar.com. The indicated rates of return
are the historical annual compounded total returns including
changes in unit value and reinvestment of all distributions and do
not take into account: certain fees such as sales fees, redemption
fees, distributions or optional charges or income taxes payable by
any securityholder that would have reduced returns. Investment
funds and ETFs are not guaranteed, their values change frequently
and past performance may not be repeated.
Certain statements in this press release may be
viewed as forward-looking statements. Any statements that express
or involve discussions with respect to predictions, expectations,
beliefs, plans, intentions, projections, objectives, assumptions or
future events or performance (often, but not always, using words or
phrases such as "expects", "is expected", "anticipates", "plans",
"estimates" or "intends" (or negative or grammatical variations
thereof), or stating that certain actions, events or results "may",
"could", "would", "might" or "will" be taken, occur or be achieved)
are not statements of historical fact and may be forward-looking
statements. Statements which may constitute forward-looking
statements relate to: the proposed timing of the Mergers and
completion thereof; the benefits of the Mergers; and the funds that
are proposed to be merged. Forward-looking statements are subject
to a variety of risks and uncertainties which could cause actual
events or results to differ from those reflected in the
forward-looking statements including as a result of changes in the
general economic and political environment, changes in applicable
legislation, and the performance of each fund. There are no
assurances the funds can fulfill such forward-looking statements
and the funds do not undertake any obligation to update such
statements. Such forward-looking statements are only predictions;
actual events or results may differ materially as a result of risks
facing one or more of the funds, many of which are beyond the
control of the funds.
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