CALGARY, Alberta, March 23, 2018 (GLOBE NEWSWIRE) -- Norrep Capital Management Ltd. (NCM), the manager of Norrep Short Duration 2017 Flow-Through Limited Partnership (the Partnership), announces that it will be proceeding with a transaction (the Liquidity Transaction) pursuant to which the assets of the Partnership (the Assets) will be transferred on a tax-deferred basis to Norrep Opportunities Corp., an open-end mutual fund corporation (Norrep Opportunities), in exchange for F Series shares of Norrep Energy Plus Class (formerly, Norrep Energy Class), a class of shares of Norrep Opportunities.
Norrep Energy Plus Class is a publicly offered mutual fund, as are the other mutual funds that are share classes of Norrep Opportunities. Norrep Opportunities is managed by NCM, which is also the portfolio adviser to the Partnership. Information about Norrep Energy Plus Class and Norrep Opportunities, such as their simplified prospectus, Fund Facts documents, annual information form and financial statements, is available at the NCM website (www.norrep.com) and also at www.sedar.com.
The effective date of the Liquidity Transaction (the Effective Date) is expected to be on or about May 24, 2018. NCM may change the Effective Date in its discretion. As soon as reasonably possible following the Effective Date, the F Series shares of Norrep Energy Plus Class that the Partnership will receive as consideration for the transfer of the Assets will be distributed to the limited partners of the Partnership (the Limited Partners) on a pro rata basis and thereafter the Partnership will be dissolved. There will be no fees or costs charged to Limited Partners as a result of the Liquidity Transaction. No costs associated with the Liquidity Transaction will be charged to Norrep Opportunities.
The Liquidity Transaction is being conducted in compliance with applicable securities regulations that govern such transactions and in accordance with the Limited Partnership Agreement governing the Partnership, as described in the Prospectus of the Partnership dated April 28, 2017. It will be a condition of closing the Liquidity Transaction that it is approved by the General Partner of the Partnership and the Board of Directors of Norrep Opportunities. It will also be a condition of closing that the Liquidity Transaction is approved by the Independent Review Committee for the Partnership and Norrep Energy Plus Class as a transaction that achieves a fair and reasonable result for each of the Partnership and Norrep Energy Plus Class. It is expected that these approvals will be obtained.
Following the Liquidity Transaction, Limited Partners will become shareholders in Norrep Energy Plus Class and the Partnership will be dissolved.
A notice describing the Liquidity Transaction is being mailed to the Limited Partners today.
How the Rollover Will Work
Limited Partners will receive, on a pro rata basis, F Series shares of Norrep Energy Plus Class with a value equal to the value of the Limited Partnership Units of the Partnership (the Units) held at the Effective Date. The number of F Series shares of Norrep Energy Plus Class that Limited Partners will receive will be equal to the number of Units they hold multiplied by the conversion ratio. The conversion ratio will be equivalent to the Net Asset Value of Units of the Partnership (less any performance bonus paid or payable to NCM) divided by the Net Asset Value of the F Series shares of Norrep Energy Plus Class determined at the close of business on the Effective Date.
The ACB (adjusted cost base) for each Unit of the Partnership and each F Series share of Norrep Energy Plus Class will be determined by the General Partner upon the wind-up of the Partnership.
Once the Liquidity Transaction is completed, Limited Partners may indefinitely defer the capital gains tax liability that occurs at disposition of the investment by continuing to hold the F Series shares of Norrep Energy Plus Class. Limited Partners may switch their Norrep Energy Plus Class shares to any other NCM investment fund on a taxable basis:
|Norrep II Class||Canadian Small/Mid Cap Equity|
|Norrep Income Growth Class||Canadian Equity Balanced|
|Norrep US Dividend Plus Class||U.S. Equity|
|Norrep Entrepreneurs Class||Canadian Small/Mid Cap Equity|
|Norrep Global Income Growth Class||Global Equity Balanced|
|Norrep Tactical Opportunities Class||Tactical Balanced|
|Norrep Core Global||Global Equity|
|Norrep Core Canadian||Canadian Equity|
|Norrep Premium Growth Class||Tactical Balanced|
|Norrep High Income Fund||High Yield Fixed Income|
|Norrep Short Term Income Fund||Income and Real Estate Property|
Following the Liquidity Transaction, the NCM website (www.norrep.com) will provide additional information, as it becomes available, on the rollover net asset value, exchange ratio and adjusted cost base (ACB) of the Units. The Partnership will also issue a press release once the Liquidity Transaction has been completed and the conversion ratio has been determined.
Completion of the Liquidity Transaction is subject to the usual closing conditions. Investors should consult with their investment advisor and/or tax advisor for all tax-related matters.
Information about Norrep Opportunities, including Norrep Energy Plus Class
Information about Norrep Energy Plus Class and the other funds within Norrep Opportunities and Norrep Core Portfolios Ltd. or any other fund in the Norrep Group of Funds is available in their respective Fund Facts documents, simplified prospectus, annual information form, management reports of fund performance and financial statements. You can obtain a copy of these documents at your request and at no cost by contacting NCM toll free at: 1-877-431-1407, by e-mailing firstname.lastname@example.org, by downloading from www.norrep.com or www.sedar.com or from your financial advisor.
Norrep Energy Plus Class invests in equities of all market capitalization in the resource sector using a value methodology commonly referred to as “growth at a reasonable price”. This approach means aiming to target resource companies that: (a) have a strong management team; (b) are trading below intrinsic value or at discount to peers; and (c) have above average growth prospects. Norrep Energy Plus Class invests in companies believed to have a high potential for share price appreciation that can be realized from a revaluation of the company, growth from a developing resource prospect and/or from exposure to rising commodity prices. Norrep Energy Plus Class is classified as an Energy Equity fund, thus it invests at least 90 percent of its equity holdings in the securities of companies in the Energy Sector.
About NCM - Norrep Capital Management Ltd.
For over 20 years, NCM has been one of Canada’s leaders in actively managed investment products. With an in-house portfolio management team and a family of actively managed funds, NCM has earned multiple awards recognizing its investment success. NCM is an independent Canadian investment firm with offices in Calgary and Toronto, distributing retail mutual funds and related products and services to Canadian investors, through a third party distribution channel. (www.norrep.com)
For further information or assistance, please contact:
Norrep Capital Management Ltd.
Dealer & Client Services
Attention: Leila Li
Toll Free: 1-877-431-1407
Dome Tower – Suite 1850, 333 – 7th Avenue S.W., Calgary, AB T2P 2Z1
Email: email@example.com | Website: www.norrep.com
Certain information set forth in this press release, including a discussion of the timing, terms and completion of the Liquidity Transaction, constitutes forward-looking information. This forward-looking information is based upon assumptions, such as general business, economic and market conditions, receipt of all required approvals and the ability of the applicable parties to complete the Liquidity Transaction, and is subject to substantial known and unknown risks, including, but not limited to, general business, economic and market uncertainties, the delay or failure to obtain all required approvals and risks to the business, financial condition and operations of the applicable parties involved in the Liquidity Transaction. Actual results could materially differ from those expressed in or implied by this forward-looking information and there is no assurance that the Liquidity Transaction will be completed. Accordingly, readers should not place undue reliance on the forward-looking information contained in this press release.The forward-looking information contained in this press release is made as of the date hereof and NCM disclaims any intention and assumes no obligation to update or revise any forward-looking information, whether as a result of new information, future events, changes in assumptions or otherwise, except as expressly required by applicable law. Commissions, trailing commissions, management fees and expenses all may be associated with mutual fund investments. Please read the prospectus before investing. Mutual funds are not guaranteed, their values change frequently and past performance may not be repeated.