November 30, 2020
– Control Shareholder Michael Andlauer Receives No Proceeds –
TORONTO, Nov. 30, 2020 /CNW/ – Michael Andlauer, Chief Executive Officer of Andlauer Healthcare Group Inc. (TSX: AND) (the "Company"), announced today that as of November 27, 2020 The AHG Employee Benefit Plan Trust (the "Employee Trust"), an employee trust formed in connection with the Company’s initial public offering (the "IPO") for the benefit of certain executive officers and employees of the Company and its subsidiaries (the "AHG Employees"), has distributed an aggregate of 297,050 subordinate voting shares in the capital of the Company ("Subordinate Voting Shares"), representing approximately 2.38% of the issued and outstanding Subordinate Voting Shares, to beneficiaries of the Employee Trust. In addition, Andlauer Management Group Inc. ("AMG"), a private corporation owned and controlled by Michael Andlauer, has transferred 45,300 Subordinate Voting Shares, representing approximately 0.36% of the issued and outstanding Subordinate Voting Shares, to select independent owner-operators engaged by the Company ("Owner-Operators").
Neither Michael Andlauer nor AMG received any proceeds from the distributions and transfers of Subordinate Voting Shares to the AHG Employees and Owner-Operators and the Company did not incur any expenses in connection with such distributions and transfers.
As a trustee of the Employee Trust, Michael Andlauer may be considered to have shared control over the Subordinate Voting Shares held by the Employee Trust. Prior to the distributions and transfers to AHG Employees and Owner-Operators, the Employee Trust held 417,000 Subordinate Voting Shares (representing 3.34% of the issued and outstanding Subordinate Voting Shares) and AMG held 75,000 Subordinate Voting Shares (representing 0.60% of the issued and outstanding Subordinate Voting Shares). Following the distributions and transfers to AHG Employees and Owner-Operators, the Employee Trust currently holds 119,950 Subordinate Voting Shares (representing 0.96% of the issued and outstanding Subordinate Voting Shares), and AMG currently holds 29,700 Subordinate Voting Shares (representing 0.24% of the issued and outstanding Subordinate Voting Shares).
At all times since the IPO, AMG has continued to own all of the 25,100,000 issued and outstanding multiple voting shares in the capital of the Company (the "Multiple Voting Shares" and together with the Subordinate Voting Shares, the "Shares"). Together with the Subordinate Voting Shares held by AMG, this represents approximately 66.83% of the issued and outstanding Shares and approximately 88.95% of the voting power attached to all of the Shares, in each case exclusive of the Subordinate Voting Shares held by the Employee Trust. The Multiple Voting Shares are being held for investment purposes and AMG’s position may be increased or decreased as considered appropriate in light of investment criteria, market conditions and other factors and in accordance with the provisions of applicable securities legislation.
It is expected that from time to time, distributions and transfers of Subordinate Voting Shares to AHG Employees will continue to be made by the Employee Trust as well as by AMG.
This news release is being issued under the early warning provisions of Canadian securities legislation. A copy of the Early Warning Report to be filed by Michael Andlauer in connection with the transactions described above will be available on the Company’s SEDAR profile at www.sedar.com.
The head office of the Company is located at 100 Vaughan Valley Blvd., Vaughan, Ontario, Canada L4H 3C5. Michael Andlauer’s address is c/o Andlauer Management Group Inc., 100 Vaughan Valley Blvd., Vaughan, Ontario, Canada L4H 3C5.
SOURCE Andlauer Healthcare Group Inc.
For further information: To obtain a copy of the Early Warning Report filed under National Instrument 62-103, please contact: Peter Bromley, Chief Financial, Tel: (416) 744-4900 ; Bruce Wigle, Officer Investor Relations, Tel: (647) 496-7856