LL Capital Corp. Announces Closing of Qualifying Transaction and Name Change to Syncordia Technologies and Healthcare Solutions, Corp. - Seite 2
Following completion of the Qualifying Transaction, the Corporation has 19,643,635 post-Consolidation Common Shares issued and outstanding. Assuming the conversion of all outstanding options, warrants and stock options, 24,416,909 Common Shares are outstanding on a fully diluted basis.
Escrowed Securities
Pursuant to the terms of a surplus security escrow agreement dated June 29, 2015 among the Corporation, Equity Financial Trust Company as escrow agent and certain escrow securityholders, an aggregate of 4,356,000 post-Consolidation Common Shares have been placed in escrow, whereby 10% of such securities will be released immediately upon the issuance of the Exchange Bulletin and the balance of such securities will be released in accordance with the following schedule: (i) 20% six months following the issuance of the Exchange Bulletin; (ii) 30% 12 months following the issuance of the Exchange Bulletin; and (iii) 40% 18 months following the issuance of the Exchange Bulletin.
There are two non-principal former shareholders of Syncordia Common Shares who hold an aggregate of 210,000 post-Consolidation Common Shares that are subject to share resale restrictions (each, an "SSRR") equivalent to Tier 1 value escrow requirements. 25% of such securities will be released immediately upon the issuance of the Exchange Bulletin and the balance of such securities will be released in equal tranches of 25% every six months thereafter.
Certain non-principal former shareholders of Syncordia who, upon closing of the Qualifying Transaction, now hold an aggregate of 1,030,000 post-Consolidation Common Shares are subject to SSRRs that permit such shares to be released pursuant to a four month hold with 20% released each month with the first release on closing of the Qualifying Transaction.
Directors and Officers
As a result of the closing of the Qualifying Transaction, the directors and officers of the Corporation are now:
Michael Franks | Chief Executive Officer and Director |
Lawrence Davis | Chief Financial Officer |
Michael Plotkin | Chief Technology Officer |
Christopher Martin | Chief Strategy Officer and Director |
Michael DiMino | Director |
Shaun Francis | Director |
James Eaton | Director |
Kenneth Stults | Director |
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Further details on the Qualifying Transaction are set out in the Corporation's filing statement dated June 25, 2015 available under the Corporation's profile at www.sedar.com.