NEW YORK, Nov. 29, 2022 /CNW/ - Fine Capital Partners L.P. ("Fine L.P.") and Fine Capital Management LLC ("Fine Capital") announced today that on November 25, 2022 Fine LP, in its capacity as investment manager on behalf of certain of the funds it manages (the "Fine Funds"), acquired (the "Transaction") an additional 1,093,800 variable voting shares ("Voting Shares") of WildBrain Ltd. (the "Issuer").
Immediately prior to Transaction, Fine L.P, in its capacity as investment manager of the Fine Funds, had control or direction over 63,021,699 Voting Shares and was deemed to have control or direction over 85,263,078 Voting Shares (all of which are beneficially owned by the Fine Funds), representing 36.30% of the issued an outstanding Voting Shares and 43.53% of the Voting Shares on a partially diluted basis. Immediately following the Transaction, Fine L.P., in its capacity as investment manager of the Fine Funds, had control or direction over 64,115,499 Voting Shares and was deemed to have control or direction over 86,356,878 Voting Shares (all of which are beneficially owned by the Fund Funds), representing 36.93% of the issued and outstanding Voting Shares and 44.09% of the Voting Shares on a partially diluted basis. Both immediately prior and following the Transaction, Fine Capital held 666,609 Voting Shares representing 0.38% of the issued and outstanding Voting Shares.
The Voting Shares were acquired in market transactions on the Toronto Stock Exchange (the "TSX") at a price of C$2.5744 per Voting Share for an aggregate purchase price of C$2,815,878.72 (the purchase price was converted from United States dollars to Canadian dollars at a rate of 1.33814 C$/US$).
The Voting Shares purchased in the Transaction were acquired for investment purposes. Depending on market conditions and other factors, Fine L.P., Fine Capital and persons acting jointly with them may, from time to time, acquire additional Voting Shares or other securities of the Reporting Issuer or dispose of some or all of the Voting Shares or other securities of the Reporting Issuer that they own at such time.
In acquiring the Purchased Shares, Fine L.P. relied on the normal course purchase exemption from the take-over bid rules contained in Section 4.1 of National Instrument 62-104 – Take-Over Bids and Issuer Bids. Fine L.P. relied on the normal course purchase exemption on the basis that: (a) the number of Voting Shares purchased are not more than 5% of the outstanding Voting Shares; (b) the aggregate number of Voting Shares acquired in reliance on this exemption by the Investor and its joint actors within the preceding 12 months, when aggregated with acquisitions otherwise made by Fine L.P. and its joint actors within the same 12-month period, does not exceed 5% of the Voting Shares outstanding at the beginning of the 12-month period; and (c) the Voting Shares are listed on the TSX and the purchase price for the Voting Shares in the Transaction was not in excess of the market price at the date of acquisition.
Fine L.P. is a limited partnership and Fine Capital is a limited liability company, in each case, organized under the laws of Delaware, with their principal businesses being investment activities and their head offices are located at:
Fine Capital Partners L.P./Fine Capital Management LLC
1350 Avenue of Americas
New York, New York
The head office of WildBrain is:
1478 Queen Street
Halifax, Nova Scotia
An early warning report will be electronically filed with the applicable securities commission in each jurisdiction where WildBrain is reporting and will be available on SEDAR at www.sedar.com.
SOURCE Fine Capital Partners L.P.
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