September 6, 2022 – Mississauga, ON
Smart Employee Benefits Inc. (“SEB” or the “Company”) (TSXV: SEB) (OTCQB: SEBFF) a leader in benefits processing solutions and services announced on June 24, 2022 via press release (the “Initial Press Release”) that it had entered into a third amending agreement to its secured revolving credit facility agreement (the “Credit Agreement”) with its international asset-focused lender (the “Lender”) to, among other things, extend availability to $15,000,000 under the existing Credit Agreement.
Co-operators Financial Services Limited (“Co-operators”), a strategic investor in SEB, in conjunction with the third amending agreement to the Credit Agreement, provided an amended and restated limited guarantee dated June 24, 2022 (the Amended and Restated Limited Guarantee”) in favour of the Lender in the amount of $10,000,000 (an increase of $5,000,000), and, accordingly, SEB issued a corresponding amended and restated promissory note in favour of Co-operators dated June 24, 2022 (the “Amended and Restated Promissory Note”). Should the Lender call on the Amended and Restated Limited Guarantee, any amount paid by Co-operators to the Lender would be deemed to be a repayment under the Credit Agreement and as a result such amount would also be deemed to be owing by SEB to Co-operators under the Amended and Restated Promissory Note. The Amended and Restated Promissory Note contemplated that SEB would be entitled to repay the interest thereunder in shares provided that any such share issuance(s) would be subject to applicable regulatory and TSX Venture Exchange approval at the time of such share issuance. Further particulars about the transaction are contained in the Initial Press Release.
Based on its review of the Initial Press Release and the accompanying material change report, staff of the Ontario Securities Commission (“OSC”) has requested, pursuant to CSA Staff Notice 61-302 and the review program thereunder, that the Company provide further clarifying disclosure with respect to the minority shareholder approval requirement for the issuance of shares in connection with the Amended and Restated Promissory Note. This press release is being provided at the request of the OSC for that purpose.
The issuance of the Amended and Restated Promissory Note accompanying the Amended and Restated Limited Guarantee is considered to be a related party transaction within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61- 101 (“MI 61-101”). There was an applicable exemption from the valuation requirement in that the Company’s common shares are and were listed on the TSX Venture Exchange at the relevant time. The Amended and Restated Promissory Note was obtained from Co- operators on reasonable commercial terms that are not less advantageous to the Company than if the Amended and Restated Promissory Note had been obtained from a person dealing at arm’s length with the Company. However, as the Amended and Restated Promissory Note included a conversion feature for the payment of interest on the note, there was no suitable exemption (including the 25% market capitalization exemption) from the minority shareholder approval requirement under MI 61-101 in respect of the Amended and Restated Promissory Note. As a result, the OSC has advised that the Company is not permitted to issue shares to repay interest under the Amended and Restated Promissory Note unless it obtains prior approval from minority shareholders at a meeting of shareholders in accordance with MI 61-101. Since regulatory approval and shareholder approval has not been obtained for any such share issuance, as contemplated by the terms of the Amended and Restated Promissory Note, it is expected that the interest payable will either be capitalized and added to the principal under the Amended and Restated Promissory Note or repaid in cash.
The Company has provided its written undertaking to the OSC confirming that it will not issue shares in payment of interest under the Amended and Restated Promissory Note without first obtaining minority shareholder approval in accordance with MI 61-101 for the Amended and Restated Promissory Note including the conversion feature thereunder. At this time, the Company does not intend to call a meeting of shareholders for this purpose.
A material change report has been filed on SEDAR in conjunction with this clarifying press release.
About Smart Employee Benefits Inc.:
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 Life and Group benefits marketplace and government. We design, customize, build and manage mission critical, end-to-end technology, people and infrastructure solutions using SEB’s proprietary technologies and expertise and partner technologies. We manage mission critical business processes for over 150 blue chip and government accounts, nationally and globally. Over 90% of our revenue and contracts are multi-year recurring revenue streams contracts related to government, insurance, healthcare, benefits and e-commerce. Our solutions are supported nationally and globally by over 600 multi-certified technical professionals in a multi-lingual infrastructure, from multiple offices across Canada and globally.
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.
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 TSX Venture Exchange Inc. nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange Inc.) accepts responsibility for the adequacy or accuracy of this release.
Media and Investor Contact
Office (888) 939-8885 x 2354
Cell (416) 460-2817