TORONTO, Oct. 16, 2019 /CNW/ -- This press release is
being disseminated by Mark Irwin
pursuant to National Instrument 62-103 - The Early Warning
System and Related Take-Over Bids and Insider Reporting Issues
in connection with Mr. Irwin's acquisition of certain Ordinary
Shares (the "Transaction") of SAIS Limited (TSXv: SAIS) (the
"Company").
On October 15, 2019, Mr. Irwin
acquired: (i) 7,583,065 Ordinary Shares from El Greco International
Investments S.R.L.; (ii) 4,580,063 Ordinary Shares from the Claude
Dauphin Estate; and (iii) 163,800 Ordinary Shares from Catherine Dauphin, for aggregate consideration
of $1.00.
Prior to the completion of the Transaction, Mr. Irwin owned
4,681,463 Ordinary Shares, representing 14.45% of the then total
issued and outstanding Ordinary Shares of the Company. Immediately
following the acquisition of the Ordinary Shares, Mr. Irwin owned
and controlled a total of 17,008,391 Ordinary Shares, representing
52.51% of the Company's issued and outstanding Ordinary Shares.
As a result of the completion of the Transaction, Mr. Irwin
became a "control person" of the Company. At the Company's Annual
General and Special Meeting held on August
30, 2019, disinterested shareholders of the Company voted to
approve Mr. Irwin becoming a new "control person", pursuant to the
policies of the TSX Venture Exchange.
The Ordinary Shares were acquired in a private transaction
pursuant to the private agreement exemption from the take-over bid
requirements of National Instrument 62-104 – Take-Over Bids and
Issuer Bids on the basis that the Ordinary Shares were acquired
from less than five vendors at a purchase price not exceeding 115%
of the then market price of the Company's Ordinary Shares.
Mr. Irwin has acquired the Ordinary Shares for investment
purposes only and in accordance with applicable securities laws.
Mr. Irwin may, from time to time, acquire additional Ordinary
Shares and/or other equity, debt or other securities or instruments
(collectively, "Securities") of the Company in the open
market and reserves the right, subject to applicable securities
law, to dispose of any or all of its Securities in the open market
or otherwise at any time and from time to time, and to engage in
similar transactions with respect to the Securities, the depending
on market conditions, the business and the prospects of the Company
and other relevant factors.
The Company is located at 8 Cross Street, Manulife Tower,
#18-01, Singapore, Singapore 048424. A copy of the early warning
report dated October 15, 2019 to be
filed by Mr. Irwin in connection with the Transaction will be
available on SEDAR at www.sedar.com under the Company's
profile.
SOURCE SAIS Limited
