Fintech
Copland Road Capital Corporation Announces Mailing of Meeting Materials for Annual and Special Meeting Including a Proposed Plan of Arrangement and Spin Outs
Vancouver, British Columbia–(Newsfile Corp. – November 17, 2022) – Copland Road Capital Corporation (CSE: CRCC) (“Copland Road” or the “Company“) is pleased to announce that it has filed and mailed an information circular (the “Circular“) for an annual general and special meeting of its shareholders to be held on December 13, 2022 (the “Meeting“), to consider, and if deemed fit, proceed with a Plan of Arrangement (“Plan of Arrangement“).
Shareholder Consideration and SpinCo’s
Copland Road incorporated five wholly owned companies under the Business Corporations Act (British Columbia): Bothwell Road Capital Corporation, Broomloan Road Capital Corporation, Edmiston Drive Capital Corporation, Goram Capital Corporation and James Bell Capital Corporation (each, a “SpinCo“, collectively, the “SpinCos“). Pursuant to the Plan of Arrangement, subject to certain conditions, non-dissenting Copland Road Shareholders shall dispose of all of their Copland Road common shares to the Company and in consideration therefor, Copland Road shall issue to the Copland Road Shareholder: (a) the same number of a newly created class of shares without par value with no maximum number and with the identifying name “Class B Common shares” (the “Copland Road New Common Shares“); (b) such number of common shares of each SpinCo equal to the product of the number of Copland Road New Common Shares held and .25 (the “Conversion Factor“) (the “Distributed Securities“). Participating Copland Road Shareholders will receive Distributed Securities in proportion to their shareholdings in Copland Road and there will be no effective change in such Copland Road Shareholders’ existing interests in Copland Road.
Required Approvals
The Plan of Arrangement is subject to approval by two-thirds of the Copland Road shareholders who vote at the Meeting as well as final approval of the Supreme Court of British Columbia (the “Court“). Copland Road obtained an Interim Order from the Court authorizing the calling and holding of the Meeting and providing for certain other procedural matters. The Interim Order does not constitute approval of the Arrangement or the contents of the Circular by the Court. A copy of the Interim Order appears at Schedule “C” of the Circular.
Should the Plan of Arrangement receive the requisite approvals, the Plan of Arrangement is expected to close by not later than January 31, 2023. Please refer to the Circular for complete details of the Plan of Arrangement, information relating to the Meeting and information concerning each of Copland Road and the SpinCos. Following completion of the Plan of Arrangement, Copland Road will continue to carry on its primary business activities as an investment issuer.
Reasons for the Arrangement
The board of directors of Copland Road (the “Copland Road Board“) is of the view that the Plan of Arrangement will benefit Copland Road and the Copland Road Shareholders. This conclusion is based on the following reasons:
(a) The Plan of Arrangement is anticipated to result in separate and well-focused entities, each of which will provide a platform for transactions that the directors wish to target, which will provide a transaction advantage to competitors in Canada and abroad;
(b) Each of the entities resulting from the Plan of Arrangement will be better able to pursue its own specific business strategies without being subject to financial or other constraints of the businesses of the other SpinCos, providing new and existing shareholders with optionality as to investment strategy and risk profile;
(c) Each entity resulting from the Plan of Arrangement will be better able to focus on a specific industry and geographic location, allowing such entities to be more readily understood by investors and better positioned to raise capital;
(d) The Plan of Arrangement will result in separate non-listed public entities, which is anticipated to benefit the Copland Road Shareholders as a result of each of the entities:
(i) having the ability to effect acquisitions by way of public (although not listed) share issuances; and
(ii) being able to apply to become “short form eligible” by filing, among other things, an Annual Information Form, which will allow such entity to raise capital under the short form prospectus regime governed by Canadian securities legislation, which is anticipated to create financing advantages; and
(e) Following the Plan of Arrangement, each SpinCo will be a “reporting issuer” under securities legislation and accordingly, the Copland Road Shareholders will continue to benefit from public company oversight from the securities commissions and the higher continuous disclosure, governance and financial statement requirements applicable to public companies.
Recommendation of the Copland Road Board
The directors of Copland Road Board have concluded that the terms of the Arrangement are fair and reasonable to, and in the best interests of, Copland Road and the Copland Road Shareholders. The Board has therefore approved the proposed Plan of Arrangement and authorized the submission of the Plan of Arrangement to the Copland Road Shareholders and the Court for approval. The Board recommends that Copland Road Shareholders vote FOR the approval of the Arrangement.
Notice of the date which establishes the Copland Road Shareholders who will each be entitled to receive Copland Road New Common Shares and shares of the SpinCos will be provided through one or more press releases.
Right to Dissent
Copland Road Shareholders will have the right to dissent from the Arrangement as provided in the Interim Order, the Plan of Arrangement and sections 237 to 247 of the BCBCA. Any Copland Road Shareholder who dissents will be entitled to be paid in cash the fair value for their Copland Road Shares held so long as such dissenting Shareholder: (i) does not vote any of his, her or its Copland Road Shares in favour of the Plan of Arrangement, (ii) provides to Copland Road written objection to the Plan of Arrangement to Copland Road’s head office at 217 Queen Street West, Suite 401, Toronto, Ontario, M5V 0R2, at least two (2) days before the Meeting or any postponement(s) or adjournment(s) thereof, and (iii) otherwise complies with the requirements of the Plan of Arrangement and section 237 to 247 of the Act. See “Rights of Dissenting Shareholders” and Schedule “E” to the Circular.
Your vote is important regardless of the numbers of securities you own.
Copland Road encourages securityholders to read the materials for the Shareholder Meeting, which have been filed on the Company’s SEDAR profile at www.sedar.com and will be uploaded to the Company’s website at: www.copland-road.com.
Cautionary Statements
Certain statements included herein are forward-looking statements. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. These forward-looking statements are subject to certain risks and uncertainties. Forward-looking statements can be identified by words such as: “anticipate”, “intend”, “plan”, “goal”, “seek”, “believe”, “expect”, “future”, “likely”, “may”, “should”, “will” and similar references to future periods. Examples of forward-looking statements include, among others, statements regarding the approvals sought at the Shareholder Meeting, the Supreme Court of British Columbia and the implementation of the Plan of Arrangement, if at all. Important factors that could cause actual results to differ, materially from the Company’s expectations are disclosed in the Company’s documents filed from time to time with the CSE, the British Columbia Securities Commission, the Ontario Securities Commission and the Alberta Securities Commission. The Company has no obligation to update such forward-looking statements except as required by applicable law.
Neither the Canadian Securities Purchase nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Purchase) accepts responsibility for the adequacy or accuracy of this release.
For inquiries, please contact:
Bruce Langstaff, Executive Chairman
[email protected]
(647) 242-4258
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/144624
As we close out 2024, the fintech industry continues to deliver headlines that underscore its dynamism and innovation. From IPO aspirations to groundbreaking regulatory milestones, today’s updates highlight the transformative power of fintech partnerships, regulatory evolution, and disruptive technologies. Here’s what you need to know.
Chime’s Quiet Step Toward Public Markets
Chime, the U.S.-based financial technology startup best known for its digital banking services, has taken a significant step by filing confidential paperwork for an initial public offering (IPO). As one of the most valuable private fintechs in the U.S., Chime’s move could potentially signal a renewed appetite for fintech IPOs in a market that has been cautious following fluctuating valuations across the tech sector.
With a valuation that reportedly exceeded $25 billion in its last funding round, Chime’s IPO could set a new benchmark for the industry. Observers note that its strong customer base and revenue growth may make it an appealing choice for investors seeking to capitalize on the digital banking boom. However, the timing and success of the IPO will depend on broader market conditions and the regulatory landscape.
Source: Bloomberg
ZBD’s Pioneering Achievement: EU MiCA License Approval
ZBD, a fintech company specializing in Bitcoin Lightning network solutions, has made history by becoming the first to secure an EU MiCA (Markets in Crypto-Assets Regulation) license. This landmark approval by the Dutch regulator positions ZBD at the forefront of compliant crypto-fintech operations in Europe.
MiCA, which aims to harmonize the regulatory framework for crypto-assets across the EU, has been a focal point for industry players aiming to establish legitimacy and expand their offerings. ZBD’s achievement not only validates its operational rigor but also sets a precedent for other fintech firms navigating the evolving regulatory landscape.
Industry insiders view this as a strategic advantage for ZBD as it broadens its footprint in Europe. By leveraging its regulatory approval, the company can accelerate its product deployment and establish trust with institutional and retail users alike.
Source: Coindesk, PR Newswire
The Fintech-Credit Union Synergy: A Blueprint for Innovation
The convergence of fintechs and credit unions continues to reshape the financial services ecosystem. Collaborative initiatives, such as the one highlighted in the recent partnership between fintech innovators and credit unions, are proving to be a potent force in delivering tailored financial solutions.
This “dream team” approach allows credit unions to leverage fintech’s technological expertise while maintaining their community-focused ethos. Key areas of collaboration include digital payments, personalized financial management tools, and enhanced loan processing capabilities. These partnerships not only enhance member engagement but also enable credit unions to remain competitive in an increasingly digital-first financial environment.
Industry analysts emphasize that such collaborations underscore a broader trend of traditional financial institutions embracing fintech-driven solutions to bridge service gaps and foster innovation.
Source: PYMNTS
Tackling Student Loan Debt: A Fintech’s Mission
Student loan debt remains a pressing issue for millions of Americans, and a Rochester-based fintech aims to offer relief through its cloud-based platform. This innovative solution is designed to simplify loan management and provide borrowers with actionable insights to reduce their debt burden.
The platform’s features include repayment optimization tools, personalized financial education, and seamless integration with loan servicers. By addressing the complexities of student loan management, this fintech is empowering borrowers to make informed decisions and achieve financial stability.
As the student loan crisis continues to evolve, solutions like this highlight the critical role fintech can play in addressing systemic financial challenges while fostering financial literacy and inclusion.
Source: RBJ
Industry Implications and Takeaways
Today’s updates underscore several key themes shaping the fintech landscape:
- Regulatory Milestones: ZBD’s MiCA license approval exemplifies the importance of regulatory compliance in unlocking growth opportunities.
- Strategic Partnerships: The collaboration between fintechs and credit unions demonstrates the value of combining technological innovation with traditional financial models to drive customer-centric solutions.
- Market Opportunities: Chime’s IPO move reflects a potential revival in fintech public offerings, signaling confidence in the sector’s long-term prospects.
- Social Impact: Fintech’s ability to tackle systemic issues, such as student loan debt, showcases its role as a force for positive change.
The post Fintech Pulse: Your Daily Industry Brief (Chime, ZBD, MiCA) appeared first on News, Events, Advertising Options.
Leading global payments platform SPAYZ.io has confirmed it will be attending iFX EXPO Dubai 2025 on 14 to 16 January. Exhibiting at Stand 64 at Trade Centre Dubai, SPAYZ.io’s team of professionals will be on hand providing live demonstrations of its renowned payment services for payment providers. Attendees will also receive exclusive insight into SPAYZ.io’s plans for 2025 alongside early early access to its upcoming plans for the new year.
SPAYZ.io delivers a host of payment solutions that leverage the latest technological innovations and open access to the fastest growing emerging markets across Africa, Europe and Asia. Over the past year, there has been huge demand for its Open Banking and local payment method services, alongside bank transfers, mass payouts, online banking and e-wallets.
Yana Thakurta, Head of Business Development at SPAYZ.io commented: “We look forward to once again participating at iFX Dubai to expand our network of partners and clients. It’s a fantastic way to kick off the year, connecting with thousands of industry leaders from FOREX platforms to trading companies, and everything in between.
“Our key goal for iFX Dubai EXPO 2025 is to expand our portfolio of solutions and geographies. We’re using this as an opportunity to partner with like-minded entities who share our ambition to provide payment solutions that are truly global.”
Come meet SPAYZ.io’s team at the Trade Centre Dubai at Stand 64. You can also book a meeting slot with a member of a team.
The post SPAYZ.io prepares for iFX EXPO Dubai 2025 appeared first on News, Events, Advertising Options.
Airtm, the most connected digital dollar account in the world, is proud to announce the addition of two distinguished industry leaders to its Board of Directors: Rafael de la Vega, Global SVP of Partnerships at Auctane, and Shivani Siroya, CEO & Founder of Tala. These appointments reflect Airtm’s commitment to innovation and financial inclusion as the company enters its next phase of growth.
“We are thrilled to welcome Rafael and Shivani to Airtm’s Board of Directors,” said Ruben Galindo Steckel, Co-founder and CEO of Airtm. “Their unique perspectives and proven track records will be invaluable as we continue scaling our platform to empower individuals and businesses in emerging markets. Together, we’ll push the boundaries of financial inclusion and innovation to create a more connected and equitable global economy. Rafael and Shivani bring a wealth of experience and strategic insight that will strengthen Airtm’s mission to connect emerging economies with the global market.”
Rafael de la Vega, a seasoned leader in fintech global partnerships and technology innovation, is currently the Global SVP of Partnerships at Auctane. With a proven track record of delivering scalable, impactful solutions at the intersection of fintech, innovation, and commerce, Rafael’s expertise will be pivotal as Airtm continues to grow. “Airtm has built a platform that breaks down barriers and opens up opportunities for people in emerging economies to connect to global markets. I am excited to contribute to its growth and help further its mission of fostering financial inclusion on a global scale,” said Rafael.
Shivani Siroya, CEO and Founder of Tala, is a pioneer in financial technology, renowned for empowering underserved communities through access to credit and essential financial tools. Her leadership in leveraging data-driven innovation aligns seamlessly with Airtm’s vision of creating more equitable financial opportunities. “Empowering underserved communities has always been at the core of my work, and Airtm’s mission resonates deeply with me. I’m thrilled to join the Board and work alongside such a dynamic team to expand access to financial tools that truly make a difference in people’s lives,” said Shivani.
The post Airtm Enhances Its Board of Directors with Two Strategic Appointments appeared first on News, Events, Advertising Options.
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