In accordance with the shareholder approval received at the meeting of shareholders held on November 29, 2024 (the "2024 Shareholders Meeting"), in December 2024 the Company completed the sale of its auto finance business, and the proceeds, together with other funds available to the Company, were used to repay 100% of its outstanding senior indebtedness and to redeem the Company's outstanding unsecured debentures. Following the sale of substantially all of the assets of the business and the foregoing payments, the Company was voluntarily delisted from the Toronto Stock Exchange, has no remaining active business and only a few remaining assets (with nominal value).
At the 2024 Shareholders Meeting the Company also received approval to complete a dissolution of the Company. However, due to the fact that there is still active litigation impacting the Company and its subsidiaries, a dissolution is not possible at this time. As a result, the Company is unable to dissolve and is still subject to the expenses that are associated with being a reporting issuer.
In order to address this issue, Ilja Troitschanski, a director of the Company has made a proposal to the Company that would allow it to complete a going private transaction that would enable the Company to apply to cease to be a reporting issuer and stop the expenses and reporting obligations associated therewith.
At the upcoming shareholders meeting, the shareholders will be asked to consider and vote upon a going private transaction by way of consolidation of the common shares. Specifically, the shareholders will be asked to vote on a resolution to approve the consolidation (the "Consolidation") of the Company's issued and outstanding common shares on a basis that will ensure that the only shareholder holding at least one full post-Consolidation share is Mr. Troitschanski. All fractional post-Consolidation shares resulting from the Consolidation will be cancelled. As there is no value to the Company, holders of cancelled fractional common shares will not be paid any consideration for the pre-Consolidation shares held by them prior to the Consolidation becoming effective. Upon the completion of the Consolidation, Mr. Troitschanski will be the sole remaining shareholder of the Company and will thereafter immediately cause the Company to make an application to cease to be a reporting issuer. Proceeding with the Consolidation will help enable the orderly winding up of the Company.
To be effective, the resolution approving the Consolidation will require the approval of at least two-thirds of the votes cast by all holders of common shares attending the Meeting in person or represented by proxy and by at least a simple majority of the votes cast by holders of common shares other than those which are beneficially owned, or over which control or direction is exercised, by Mr. Troitschanski, including his related parties or any other person acting jointly or in concert with him or his related parties.
Further details regarding the transactions described herein can be found in the information circular that will be provided to shareholders in connection with the meeting and which will be filed on SEDAR+ at www.sedarplus.ca.
Early Warning Disclosure
Ilja Troitschanski (the "Acquiror") of Toronto, Ontario announces that he has acquired ownership and control of 30,000,000 common shares ("Shares") in the capital of the Company, effective April 8, 2025 (the "Acquisition").
The 30,000,000 Shares were acquired by the Acquiror for aggregate consideration of $1.00 by way of private transaction. Such Shares represent approximately 24.72% of all issued and outstanding Shares.
Immediately before the Acquisition, the Acquiror controlled 14,041,024 Shares representing 11.4% of the issued and outstanding Shares and no convertible securities of Axis . Of the 14,041,024 Shares controlled by the Acquiror, 8,252,163 were held directly by the Acquiror, 1,618,618 were held indirectly through the Acquiror's spouse, Anna Troitschanski, and 4,170,243 were held indirectly through MTIT Advanced Technologies Corp., an entity controlled by the Acquiror.
Immediately following the Acquisition, the Acquiror controlled 44,041,024 Shares, representing 36.29% of the issued and outstanding Shares, with the Acquiror holding 38,252,163 (31.52%) directly, Anna Troitschanski holding 1,618,618 (1.33%) Shares, and MTIT Advanced Technologies Corp. holding 4,170,243 (3.44%) Shares.
The Acquisition was completed pursuant to the private agreement exemption from the take-over bid rules contained in National Instrument 62-104, in anticipation of the above-described Consolidation to ensure that Mr. Troitschanski is the largest shareholder prior to the completion of the Consolidation.
Forward-Looking and Cautionary Statements
Certain information set out in this news release constitutes forward-looking information. Forward looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "intend", "could", "might", "should", "believe" and similar expressions. Forward looking information includes without limitation, statements regarding the completion of the going private transaction. Although Axis believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, and that information obtained from third party sources is reliable, they can give no assurance that those expectations will prove to have been correct. Readers are cautioned not to place undue reliance on forward-looking statements included in this document, as there can be no assurance that the plans, intentions or expectations upon which the forward-looking statements are based will occur. The forward-looking information is based on certain assumptions, which could change materially in the future, including the assumption that the Company is able to effect the privatization using the proposed method, the Company is able to obtain the necessary approvals, the parties are able to satisfy or waive, if waiver is possible, the conditions to completing the transaction. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These risks and uncertainties include, among other things, risk factors set forth in Axis's Management's Discussion and Analysis for the period ended December 31, 2024, a copy of which is filed on SEDAR+ at www.sedarplus.ca. Readers are cautioned that this list of risk factors should not be construed as exhaustive. These statements are made as at the date hereof and unless otherwise required by law, Axis does not intend, or assume any obligation, to update these forward-looking statements.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Contacts
FOR FURTHER INFORMATION:
Axis Auto Finance Inc.
Todd Hudson
CEO
(416) 633-5626
ir@axisautofinance.com
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