The Loan is evidenced by a promissory note dated
Proceeds from the Loan were used to fully repay SEB’s secured revolving
As result of the Loan, the Credit Agreement with the Lender has been terminated. Furthermore, the following agreements have been terminated: (i) Co-operators’ amended and restated limited guarantee dated
Co-operators is a related party to the Company and the issuance of the Promissory Note is considered a related party transaction within the meaning of TSXV Policy 5.9 and MI 61-101 (“MI 61-101”). SEB is relying on exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in section 5.5(b) (issuer not listed on specified markets) and section 5.7(f) (loan to issuer, no equity or voting component). The Loan was obtained on reasonable commercial terms that were not less advantageous to the Company than if the Loan were obtained from an arm’s length party; and the Loan is not convertible or repayable in securities of the Company. A resolution of the board of directors of the Company was passed to approve the issuance of the Promissory Note, with the two director appointees of Co-operators, abstaining from voting. No materially contrary view or abstention was exercised or made by any other director.
The Company did not file a material change report more than 21 days before the expected closing of the transaction, which it considers reasonable in the circumstances, as the participation in the transaction by a related party of the Company was not definitive until shortly prior to closing of the transaction and the Company was attempting to close the transaction expeditiously.
Co-operators currently holds a
About
SEB is an Insurtech company focused on Benefits Administration Technology driving two interrelated revenue streams – software/solutions and services. The Company is a proven provider of leading-edge IT and benefits processing software, solutions and services for the
Our solutions include both software and services driven ecosystems including multiple SaaS solutions, cloud solutions & services, managed services offering smart sourcing (near shore/offshore), managed security services, custom software development and support, professional services, deep systems integration expertise and multiple specialty practice areas including AI, CRM, BI, Portals, EDI, e-commerce, digital transformation, analytics, project management to mention a few. The Company has more than 20 strategic partnerships/relationships with leading global and regional technology and consulting organizations.
Forward-Looking Statements
Certain information in this release, may constitute forward-looking information. In some cases, but not necessarily in all cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “is positioned”, “estimates”, “intends”, “assumes”, “anticipates” or “does not anticipate” or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, “will” or “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS RELEASE REPRESENTS THE COMPANY’S CURRENT EXPECTATIONS AND, ACCORDINGLY, IS SUBJECT TO CHANGE. HOWEVER, THE COMPANY EXPRESSLY DISCLAIMS ANY INTENTION OR OBLIGATION TO UPDATE OR REVISE ANY FORWARD-LOOKING INFORMATION, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE, EXCEPT AS REQUIRED BY APPLICABLE LAW.
Neither
All figures are in Canadian dollars unless otherwise stated.
Media and Investor Contact
President/CEO/CIO
Office (888) 939-8885 x 2354
Cell (416) 460-2817
www.seb-inc.com
Source:
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