Smart Employee Benefits Inc. (fka SEBFF)

[Renee]

SEBFF: effective March 6,2023 Plan of Arrangement. Under the Arrangement, each shareholder of the Company is entitled to receive cash consideration of $0.30 per each share held.

FINRA will delete the symbol:

https://otce.finra.org/otce/dailyList?viewType=Deletions

[AveragePenny]

$SEBFF Corporate Update: Payment of Convertible Interest-in-Kind

https://www.globenewswire.com/news-release/2022/06/02/2455062/0/en/Corporate-Update-Payment-of-Convertible-Interest-in-Kind.html

MISSISSAUGA, Ontario, June 02, 2022 (GLOBE NEWSWIRE) -- Smart Employee Benefits Inc. (“SEB” or the “Company”) (TSXV: SEB) (OTCQB: SEBFF) a leader in benefits processing solutions and services today announced that as contemplated in the $5,000,000 convertible debenture (the “Debenture”) previously issued to Co-operators Financial Services Limited (“The Co-operators”), SEB intends to issue common shares (the “Shares”) in satisfaction of the accrued interest and PIK Fees (as hereinafter defined) payable on May 31, 2022 under the Debenture.

The Debenture has an interest rate of 12% per annum, paid quarterly in arrears on the last day of May, August, November and February of each year, with the principal repayment due on the maturity date of November 30, 2025. Interest accrued from the issuance of the Debenture until February 28, 2023, is payable quarterly in Shares at the then market price, subject to approval of the TSX Venture Exchange (the “TSXV”) at the time of each interest payment in Shares. To the extent TSXV approval is not obtained, such interest would be capitalized and added to the principal of the Debenture.

Furthermore, an additional fee of 3% per annum of the outstanding principal amount of the Debenture (“PIK Fee”) is payable on the last day of May and November in each year. For PIK Fees relating to a PIK Fee payment date on or prior to November 30, 2023, such PIK Fees are payable in Shares at the then market price, subject to TSXV approval at the time of each PIK Fee payment in Shares. To the extent TSXV approval is not obtained, such PIK Fee would be capitalized and added to the principal of the Debenture.

The Company intends to issue 1,150,684 Shares to The Co-operators at a deemed issue price of $0.15 per Share, being the closing price of the Shares on the TSXV on May 31, 2022, in satisfaction of the $138,082.19 owing in accrued interest and $34,520.55 owing in PIK Fees.

The issuance of the Shares as payment for accrued interest and PIK Fees owing on the Debenture remains subject to approval from TSXV. All Shares issued as payment for accrued interest and PIK Fees owing on the Debenture will be subject to a hold period expiring four months and one day from the date of issuance of the Shares.

There are currently approximately 171,000,000 Shares of the Company that are issued and outstanding. The Co-operators does not currently own any Shares of the Company, but it does hold a convertible debenture (“Initial Debenture”) convertible into 80,000,000 Shares, as well as the Debenture convertible into 20,000,000 Shares. Pursuant to the issuance of the Shares as payment for accrued interest and PIK Fees, The Co-operators would be issued 1,150,684 Shares. As a result, if The Co-operators were to convert the principal amount of the Initial Debenture as well as the Debenture, then The Co-operators would beneficially own or control, directly or indirectly, an additional 100,000,000 Shares, for a total of 101,150,684 Shares, representing approximately 37% of the approximately 272,000,000 then issued and outstanding Shares of the Company.

The prior issuance of the Debenture to The Co-operators in March of 2022 was considered a related party transaction within the meaning of TSXV Policy 5.9 and Multilateral Instrument 61-101 (“MI 61-101”). The Company relied on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in Sections 5.5(b) (Company is listed on the TSXV) and 5.7(1)(a) (fair market value of the Debenture did not exceed 25% of the Company’s market capitalization) in respect of such transaction. A resolution of the board of directors of the Company was passed to approve the issuance of the Debenture, with the two director appointees of The Co-operators, abstaining from voting. No materially contrary view or abstention was exercised or made by any other director.

[AveragePenny]

$SEBFF SEB & Everyday People Financial Partner to Launch Health Spending Account Mastercard® Program Across North America

https://www.globenewswire.com/news-release/2022/05/31/2453013/0/en/SEB-Everyday-People-Financial-Partner-to-Launch-Health-Spending-Account-Mastercard-Program-Across-North-America.html

MISSISSAUGA, Ontario, May 31, 2022 (GLOBE NEWSWIRE) -- SEB Administrative Services Inc. (“SEB Admin”), a subsidiary of Smart Employee Benefits Inc. (“SEB” or the “Company”) (TSXV: SEB) (OTCQB: SEBFF), an Insurtech provider of cloud based, end-to-end IT and Benefit Processing solutions for the life and group benefits marketplace and government, is pleased to announce that it has signed a letter of intent with Everyday People Financial Inc. (“EP” or “Everyday People”), a financial technology and consumer financing company, to launch a bespoke healthcare spending account program, offering a challenger product to traditional employer health spending accounts.

Healthcare spending accounts help business owners save on medical costs by turning an after-tax personal medical expense into a before-tax business expense. This plan is a smart and efficient option for the modern-day entrepreneur. It also helps the plan member minimize coverage gaps between government funded health care and other health insurance options.

The health spending account is particularly applicable to small companies and self-employed business owners. There are over 1.2M small businesses in Canada. Over 97.0% of all businesses in Canada are small businesses. In Canada, small business represents over 15.0M employees, and 2.5M gig workers. The Mastercard® Healthcare Spending Account (“HSA”) solution is unique to the Canadian marketplace.

EP and SEB are the first to introduce into the Canadian market this integrated membership-based employee healthcare spending account and credit card program. This program represents a large specialty opportunity targeting the HSA market, currently estimated at over $8 billion premium in Canada. The objective is to capture a minimum of 20% market share in the overall HSA Canadian marketplace.

States Mohamad El Chayah, COO of SEB and President & CEO of SEB Administrative Services, “This innovative program will streamline operations, increase accuracy and boost efficiency, and offers employees a reduction of out-of-pocket burden and costs normally associated with traditional health spending accounts. Members of this HSA program are issued a spending account for health care and wellness services tied to a Mastercard®. This provides more financial flexibility in managing health care options and an improved customer experience, allowing immediate reimbursement of health care expenditures at the point of sale.”

Within the joint venture, EP will operate as the program manager and SEB will operate as the HSA program administrator and adjudicator. SEB has an established customer base of employers who use SEB’s proprietary SaaS-based benefit solutions to self-administer health benefit programs for their employees.

States Barret Reykdal, CEO of EP, “A joint venture with SEB to offer a health spending account program for small business owners and their employees is yet another way that EP, along with one of its partners, provides people with greater financial flexibility. Giving small business employees access to a blended credit card health spending account helps fill coverage gaps, allows individuals to manage healthcare spending and direct funds according to their personal life situation. The solution provides an instant, easy to use, efficient method of transacting in the form of a credit card based platform. Today, EP offers similar specialty credit payment card solutions in multiple markets. The HSA solution adds to EP’s extensive digital banking solutions portfolio.”

[AveragePenny]

$SEBFF Smart Employee Benefits Announces Resignation of Director

https://www.globenewswire.com/news-release/2022/05/10/2439193/0/en/Smart-Employee-Benefits-Announces-Resignation-of-Director.html

MISSISSAUGA, Ontario, May 09, 2022 (GLOBE NEWSWIRE) -- Smart Employee Benefits Inc. (“SEB” or the “Company”) (TSXV: SEB) (OTCQB: SEBFF), an Insurtech provider of cloud based, end-to-end IT and Benefit Processing solutions for the life and group benefits marketplace and government, announces the resignation of Alec Blundell from the Company’s Board of Directors effective May 9, 2022 so that he may focus his efforts on other professional duties.

The Board of Directors would like to thank Mr. Blundell for his contributions during his tenure.

As a result of Mr. Blundell’s resignation, he will no longer be standing for election at the Company’s upcoming annual meeting of shareholders (the “Meeting”) on May 31, 2022. Accordingly, the Company’s Board of Directors has revised the number of Directors to be elected at the Meeting and has fixed the number of Directors at nine (9). Mr. Blundell was a nominee of The Co-operators, who have invested $25.0M in SEB since November 30, 2020. The Co-operators have the right to nominate 3 Directors. They will nominate Mr. Blundell’s successor in due course after the Meeting.

[AveragePenny]

$SEBFF Smart Employee Benefits Announces Filing of Information Circular for Annual Meeting of Shareholders

https://www.globenewswire.com/news-release/2022/05/04/2435397/0/en/Smart-Employee-Benefits-Announces-Filing-of-Information-Circular-for-Annual-Meeting-of-Shareholders.html

MISSISSAUGA, Ontario, May 04, 2022 (GLOBE NEWSWIRE) -- Smart Employee Benefits Inc. (“SEB” or the “Company”) (TSXV: SEB) (OTCQB: SEBFF), an Insurtech provider of cloud based, end-to-end IT and Benefit Processing solutions for the life and group benefits marketplace and government, is pleased to announce that the Company’s annual meeting of shareholders (the “Meeting”) is scheduled to be held virtually on May 31, 2022 at 4:00 p.m. (Toronto time) and that it has filed its Meeting materials in connection thereto. The record date has been set as April 25, 2022 to determine the shareholders entitled to receive notice of and vote at the Meeting. Further details concerning the virtual Meeting are included in the management information circular dated April 27, 2022 (the “Circular”) that has been filed under the Company’s profile at www.sedar.com and mailed to shareholders.

As part of the Meeting, SEB will be seeking shareholder approval to effect a consolidation of the Company's issued and outstanding common shares at a ratio to be determined by the directors of the Company, on a one (1) for up to ten (10) basis, such that up to every ten (10) issued and outstanding pre-consolidation common shares are consolidated into one (1) post-consolidation common share (the “Consolidation”), as more particularly described in the Circular. The Company has decided to seek shareholder approval for the Consolidation in order to enhance the marketability of the Company’s common shares as well as increase the Company’s flexibility with respect to potential business transactions, including financings. If the Consolidation is approved by shareholders and the Company’s board of directors decides to proceed with the Consolidation, the number of common shares will be reduced from 171,227,700 (as of the date of the Circular) to approximately 17,122,770 (assuming a one for ten Consolidation ratio).

The Consolidation is subject to shareholder approval by not less than two-thirds of the votes cast by shareholders entitled to vote at the Meeting, as well as TSX Venture Exchange approval. The Company is not expected to change its name or trading symbol in conjunction with the Consolidation. For clarity, the Company will not be proceeding on the basis of the one for five share consolidation that was previously approved by shareholders at last year’s annual meeting.

Assuming the Consolidation is approved at the Meeting, registered shareholders are advised not to mail in the certificate(s) representing their common shares until they receive a letter of transmittal and confirmation from the Company by way of news release that the board of directors of the Company has decided to implement the Consolidation.

[AveragePenny]

$SEBFF Smart Employee Benefits Presenting at the Planet MicroCap Showcase 2022

https://www.accesswire.com/699908/smart-employee-benefits-presenting-at-the-planet-microcap-showcase-2022

MISSISSAUGA, ON / ACCESSWIRE / May 3, 2022 / Smart Employee Benefits Inc. ("SEB" or the "Company") (TSXV:SEB) (OTCQB:SEBFF) a benefits administration technology company providing leading-edge, cloud based end-to-end IT and benefit processing software solutions and services, announces that President and CEO John McKimm will be presenting at the Planet MicroCap Showcase 2022 at the Bally's Hotel & Casino in Las Vegas on Wednesday, May 4, 2022 at 4:30PM ET/1:30PM PT. Mr. McKimm will host in person, 1-on-1 investor meetings during the event.

"SEB has over 370,000 plan members under administration across blue chip, channel partner and government accounts and an additional 160,000 plan members in transition that will be onboarded in 2022," said Mr. McKimm. "Industry wide,the average annual processing spending per plan member is about $250. We currently capture approximately 18% of this spend across our 60 clients, but our solutions can capture significantly more of the $300 million that we estimate they spend annually. Today's capture reflects the average across more than 60 individual clients who may deploy one or more of the 25 modules in our FlexPlus processing environment. Beyond this, we believe our larger growth opportunity will come from continuing to white label our solutions with channel partners. I look forward to sharing more with investors at the Planet MicroCap Showcase."

[AveragePenny]

$SEBFF $SEB.V SEB Reports Q1/2022 Results

News Link: https://www.globenewswire.com/news-release/2022/05/02/2433220/0/en/SEB-Reports-Q1-2022-Results.html

8 Consecutive Quarters of Positive Adjusted EBITDA;

Conference Call Tuesday May 3 at 4:00 P.M.

Q1/2022 revenue increased by 11.7% vs Q1/2021, with revenues at $16.0 million

Posted 8th consecutive quarter of positive adjusted EBITDA

Trailing Twelve Months (“TTM”) revenue increased by $5.0 million (8.6%) and TTM gross profit increased by $1.4 million (6.6%)

Over 90% of targeted 2022 revenues are currently under contract

Future revenue and EBITDA are expected to experience significant growth, driven by the Company’s strong business pipeline

CONFERENCE CALL DETAILS:
Management will host a call:
Date/Time: Tuesday May 3, at 4:00 PM ET
Canada & USA Toll Free Dial In: 1-800-319-4610
Toronto Toll Dial In: 1-416-915-3239
Callers should dial in 5-10 minutes prior to the scheduled start time and simply ask to join the call.
Webcast Link access at http://services.choruscall.ca/links/seb2022q1.html

Conference Call Replay Numbers:

Canada & USA Toll Free:1-855-669-9658Code:8922 followed by the # sign

Replay Duration: Available for one week until end of day Tuesday May 10, 2022.

MISSISSAUGA, Ontario, May 02, 2022 (GLOBE NEWSWIRE) -- Smart Employee Benefits Inc. (“SEB” or the “Company”) (TSXV: SEB) (OTCQB: SEBFF) reports its financial results for the first quarter ending February 28, 2022. SEB is an Insurtech company focused on technologies that provide leading-edge, cloud based end-to-end IT and benefit processing software, solutions and services for the life and group benefits marketplace and government.

Please refer to the interim unaudited consolidated financial statements and Management's Discussion and Analysis ("MD&A") for the three months ended February 28, 2022, filed on SEDAR at www.sedar.com for more information. Unless otherwise specified, all dollar amounts are denominated in Canadian dollars.

First Quarter 2022 Highlights:

Consolidated:

Revenue: Grew 11.7% to $16.0M versus $14.3M in Q1/2021

Adjusted EBITDA: $57,784 versus $670,120 in Q1/2021

Eight consecutive quarter of positive Adjusted EBITDA.

Benefits Solutions:

Revenue: $4.6M versus $4.2M in Q1/2021

Adjusted EBITDA: Positive $0.2M versus $0.3M in Q1/2021

EBITDA: $0.2M versus $0.1M in Q1/2021

Technology Services:

Revenue: $11.7M versus $10.6M in Q1/2021.

Adjusted EBITDA: Positive $0.5M versus $1.0M in Q1/2021.

EBITDA: $0.4M versus $0.9M in Q1/2021.

Over 65% of year-to-date revenues come from clients with more than 5-year histories with the Company.

With over $205.0M of contract wins in the last 16-months and over $470.0M of total contract value, management expects increased Revenue for the full fiscal 2022 with increased Adjusted EBITDA and EBITDA. SEB’s first quarter is typically the weakest quarter of the year with approximately 10 less billing days.

States John McKimm, President/CEO/CIO of Smart Employee Benefits Inc.:
“Since its inception, SEB has been investing in both the Technology Services operations and more significantly in the Benefits Solutions operations. The Technology Services operations, historically, has strong profitability. Benefits Solutions has required significant investment, the majority of which has been expensed. This has penalized historical cash flow, net earnings and EBITDA. Going forward, there are minimal capital expenditures. The cost structure from acquisitions and integrations has been largely realigned and anticipate both the Technology Services and Benefits Solutions to show strong growth and positive cash flow in 2022 and beyond. Today, approximately 80% of every new gross margin dollar goes to cash flow and EBITDA in both revenue streams. The contract values, including backlog, option years and evergreen, remain strong, with the Company continually renewing or winning sufficient new business to maintain and grow future annual revenues. Over 90% of 2022 targeted revenues are under contract, with over 80% under contract for the subsequent 4 years; and some under contract for as long as 11 years. The Company has established strong traction in multiple new business initiatives and is well positioned to win new business going forward. A one-time contract in Q1, 2022 increased the cost structure and reduced margins, however, this contract is considered an investment in the future as it contributes to both IP (Intellectual Property) assets opening opportunities with new clients and longer-term managed services revenue.”

KEY DEVELOPMENTS DURING AND SUBSEQUENT TO THE QUARTER

Business Development Activities Fiscal 2022:
Relationships have been consolidated and grown with multiple new business partners. The Company’s Channel Partner strategy has gained strong traction with more than a dozen active negotiations with brokerage organizations, MGAs, TPAs, insurers, unions, and corporate entities. Several agreements have been executed with Channel Partners; with revenue growth expected in 2022 and beyond. Channel Partner “White Label TPA” agreements have been signed with organizations representing over 180,000 plan members. Additionally, RFP wins added over 60,000 plan members in Fiscal 2021. Approximately 160,000 of those plan members are in transition, expected to be live later in 2022.

The Company’s RFP and Channel Partner sales pipeline is the largest it has ever been, in both corporate and government opportunities; for both technology services and benefits software and solutions driven revenue streams.

Business Outlook:
Technology Services revenues have historically been cash flow positive, and net new business wins and renewals remain strong. Benefits Solutions revenue is becoming cash flow positive after considerable investments in technology, business infrastructure, and client acquisition. We expect both revenue streams to have continued strong sustainable growth going forward. Signed contracts (backlog, evergreen, option years), based on a 5-year time frame are valued at over $470 million, of which over $130 million is Benefits Solutions revenue. Approximately, 80% of 2022 forecast revenue targets are expected to be recurring over the next 4 years, with additional recurring revenue going out as long as 11 years. Since November 30, 2020, the Company has won over $205 million of net new contracts, including option years.

COVID-19 has led to increasing demand for the Company’s Benefits Solutions, including “online medical care partnerships”. In the Company’s Technology Services, we saw an increase in revenues in the first quarter which is a direct result of the contract wins in the past 16 months. Total Contract Values for the Company continue to grow, and utilization of the contracts is gaining stronger traction as government and businesses streamline and are adjusting to COVID-19 operating business processes.

The majority of the Company’s business is largely multi-year, managed services-driven recurring revenue contracts for managing and operating mission critical technology and people infrastructure for our clients. On a consolidated level, in Q1/2021 the Company applied for COVID-19 government relief to support the Technology Services operations as opposed to Q1/2022. This resulted in lower profitability when comparing the two quarters. However, this has allowed the Company to keep valuable full-time staff employed, which are now deployed to support the current and anticipated growth. The Company received approximately $0.231 million of COVID relief in Q1/2021 vs $nil in Q1/2022.

The consolidated sales pipeline is the strongest it has ever been. The cost savings initiatives taken over the past several years largely benefited the Company in 2020 and 2021 with some continued benefits into fiscal 2022.

Revenue Increased 11.7% Quarter Over Quarter:

During Q1/2022, consolidated revenues from continuing operations was $16.0 million versus $14.3 million in the prior year. Technology Services revenue increased by $1.2 million, while the Benefits Solutions revenues increased by $0.4 million. Contract values remain high with over $205 million of new wins in the last 16 months. Approximately 80% of 2022 forecast consolidated revenue streams are under contract for the next 4 years representing >90% for Benefits Solutions revenues and >70% for Technology Services revenue. The Company’s growth focus is on the higher margin Benefit Solutions revenue, although Technology Services revenue is also experiencing solid growth. The operations, including sales and marketing initiatives, finance and accounting and technology support and delivery, were largely integrated in fiscal 2020.

Gross Margin and Gross Profit:
The Company generated $5.3 million in Gross Profit in Q1/2022 versus $5.5 million in Q1/2021. Gross Margin was 32.9% in Q1/2022 compared to 38.3% in Q1/2021. The reduction in Gross Margin and Gross Profit in the Q1/2022 was due to a one-time project which increased the cost structure but has resulted in new IP (Intellectual Property) assets and longer-term higher margin recurring managed services revenues.

Technology Services Gross Profit (Gross Margin) in Q1/2022 was $1.9 million (16.0%) versus $2.3 million (21.3%) in Q1/2021.

The Benefits Solutions Gross Profit (Gross Margin) was $3.4 million (73.3%) versus $3.3 million (76.9%) largely due to lower Gross Margins in the online medical module sales.

Operational Costs:

Salaries and Other Compensation - salaries increased by $0.1 million during Q1/2022 compared to the same period the prior year. The increase is mainly due to a reduction in COVID relief funding when compared to the same period last year.

Office and General Costs – Office and general costs increased by nearly $0.4 million during Q1/2022 versus Q1/2021. The increase is largely due to $nil covid subsidy and rent credits in Q1/2022 as opposed Q/2021.

Professional Fees - Professional fees remained relatively flat in Q1/2022, compared to Q1/2021. Professional fees vary with the amount of financing or acquisition/disposition activity during the period.

Non-Cash Expenses:
Non-Cash expenses include amortization, depreciation and share-based (options, RSUs) compensation. They decreased by $0.3 million during Q1/2022 vs Q1/2021. The decrease is largely attributed to approximately $0.3 million share-based compensation expense related to RSUs issued and options vested in Q1/2022 vs Q1/2021.

Interest and Financing Costs, Interest Accretion and Transaction Costs:
Interest and financing costs, interest accretion and transaction costs from continuing operations remained relatively flat at approximately $1.2 million in Q1/2022 and Q1/2021. The transaction costs expense increased by $0.1 million in Q1/2022 compared to previous year. There were no significant transactions costs in fiscal 2021 as compared to the activities that occurred in the current quarter. The interest accretion expense was $0.3 million, which is associated with the costs incurred on the refinancing completed on November 30, 2020. The interest and bank fees were $0.8 million in Q1/2022 compared to $0.7 million in Q1/2021 as a result of the refinancing.

Decommissioning Costs:
Approximately $0.1 million of costs in Q1/2022 were one-time, related to the decommissioning of select operations in Western Canada. Total decommissioning costs are estimated at approximately $0.45 million to be recognized on a quarterly basis over the subsequent 12 months. The Company has reorganized select operations such that these activities will be managed from our Ottawa offices.

Grant of Options:
Pursuant to the Company’s Omnibus Long-Term Incentive Plan (the “Plan”), the Company has granted 1,000,000 stock options to a senior officer, exercisable at $0.235 with a term of 36 months, vesting 20% immediately and 20% every 6 months thereafter. The Company has also granted 250,000 stock options to a consultant, exercisable at $0.235 with a term of 24 months, 25% vesting immediately and 25% every 3 months thereafter. The Company also granted 1,700,000 stock options to its investor relations firm, exercisable at $0.21 per share with a term 60 months, 25% vesting 3 months after the date of grant and 25% every 3 months thereafter.

[AveragePenny]

$SEBFF Smart Employee Benefits Announces Partial Sale of Paradigm Investment

https://www.globenewswire.com/news-release/2022/04/25/2428124/0/en/Smart-Employee-Benefits-Announces-Partial-Sale-of-Paradigm-Investment.html

MISSISSAUGA, Ontario, April 25, 2022 (GLOBE NEWSWIRE) -- Smart Employee Benefits Inc. (“SEB” or the “Company”) (TSXV: SEB) (OTCQB: SEBFF), an Insurtech provider of cloud based, end-to-end IT and Benefit Processing solutions for the life and group benefits marketplace and government, announces an 8.04% partial sale of its investment in Paradigm, a business consulting firm based in Saskatchewan (the “Transaction”). SEB continues to own approximately 16% of Paradigm.

SEB disposed of 804,000 Class “A” limited partnership units (“LP Units”) of Paradigm Consulting Group LP (“Paradigm LP”) for $1.155 per unit (i.e., $928,620.00) and 1,000 Class “A” Shares (“GP Shares”) of Paradigm Consulting Group GP Inc. (“Paradigm GP”) for $0.01 per share (i.e., $10.00), being aggregate gross proceeds of $928,630.00 (the “Sale Proceeds”). The LP Units and GP Shares were repurchased for cancellation by Paradigm LP and Paradigm GP, respectively. The Sale Proceeds were paid in cash and will be used by SEB for working capital purposes.

SEB acquired Paradigm Consulting Group Inc. in March, 2015. At the time, Paradigm Consulting Group Inc. was considered a strategic acquisition that would expedite SEB's growth in the area of health care and benefits administration in Saskatchewan and Manitoba. The economy of Saskatchewan and Manitoba suffered as oil prices declined and the budgets for the targeted projects were canceled. In July, 2019, SEB sold 75% of its interest in Paradigm Consulting Group Inc. to Paradigm management and a Saskatchewan based venture fund. At that time Paradigm Consulting Group Inc. was also converted into a limited partnership structure with SEB maintaining its stake in the Paradigm LP at $1.00 per LP Unit and in Paradigm GP at $0.01 per GP Share. Subsequently, Paradigm management exercised an option to acquire a further 1.96% of SEB's 25% holdings. Pursuant to the Transaction, SEB has sold a further 8.04% of its holdings back to Paradigm for cancellation; however, SEB continues to own approximately 16% of each of Paradigm LP and Paradigm GP, with no immediate plans to sell. SEB continues to work closely with Paradigm on multiple business opportunities and the CEO of SEB remains a Director of Paradigm GP.

States John McKimm, SEB’s President and CEO, “Paradigm is a strong, growing business. It is performing well and has excellent growth opportunities. While SEB believes strongly in the future of Paradigm, it no longer has the strategic fit it did when SEB first acquired it in 2015. The redemption of the LP Units and GP Shares provides room for Paradigm to increase its employee ownership over time without increasing the number of outstanding securities beyond the original 10,000,000 LP Units and 10,000 GP Shares.”

The Transaction may involve a Non-Arm’s Length Party (as such term is defined in the policies of TSX Venture Exchange) in that John McKimm is a director and Chief Executive Officer of SEB and also one of four Paradigm GP directors. As such, the Transaction was approved by a resolution of the Company’s board of directors and Mr. McKimm abstained from voting. The Company also obtained the requisite TSX Venture Exchange approval for the Transaction.

[Renee]

SMEYF changed to SEBFF:

https://otce.finra.org/otce/dailyList?viewType=Symbol%2FName%20Changes