On October 7, 2016, Russell Breweries Inc. ("Russell") announced that the Company has entered into two separate purchase agreements pursuant to which Russell has agreed to sell to separate purchasers, substantially all of the assets related to its two operating businesses. The two purchase agreements are the result of the previously announced long and extensive strategic review process undertaken by the Board of Directors of the Company and its Special Committee that commenced in 2016

Additional details of the sale can be found in the Management Information Circular dated October 26, 2016 (the " Circular"), which is also posted here on Sedar.

SIGNIFICANT EVENTS

 

On November 28, 2016, Russell announced that at the annual general and special meeting of Russell shareholders held on the same day (the “Meeting”), shareholders of the Company approved the sale to separate purchasers of substantially all of the assets related to its two operating businesses as previously announced on October 7, 2016 (the “Asset Sales”). The sale of all of the property and assets used or utilized by the Company in its business of producing beers in Manitoba under the name “Fort Garry Brewing Company”, and the sale of all of the property and assets used or utilized by the Company in its business of producing beers in British Columbia under the name “Russell Brewing Company” were approved by 99% of the Russell shareholders who voted at the Meeting. 

In addition, in connection with the Asset Sales, at the Meeting the Russell shareholders approved the distribution of the remaining assets of the Company, following the payment of all liabilities, by way of a return of capital on the Common Shares (the “Return of Capital”), the voluntary dissolution of the Company in accordance with the Business Corporations Act (British Columbia) and the delisting of the Common shares of the Company from the TSX Venture Exchange or the NEX Board, as more particularly described in the Circular.

On December 2, 2016, Russell announced that the sale of all of the property and assets used or utilized by the Company in its business of producing beers in Manitoba under the name “Fort Garry Brewing Company” has been completed.

On December 17, 2016, Russell announced that the sale of all of the property and assets used or utilized by the Company in its business of producing beers in British Columbia under the name “Russell Brewing Company” has been completed.

On March 21, 2017 and March 27, 2017, Russell announced that following the completion of the sale of all or substantially all of its assets related to its two former operating business in two separate transactions on December 2, 2016 and December 17, 2016 (the "Asset Sales"), the board of directors of the Company has fixed the amount and record date for the first cash distribution by way of a return of capital, principally funded from the proceeds of the Asset Sale (the "Return of Capital").  The Return of Capital will be in the amount of CAD$0.05 per Russell common share (the "Russell Shares"), subject to any withholding tax, if any, to be paid to all registered shareholders of record at the close of business on April 4, 2017. The aggregate proceeds to be paid to the shareholders of the Company will be approximately CAD$4,354,189 and the payment will be made on April 13, 2017 (the "Payment Date"). As more particularly described in the Circular, the Company anticipates receiving additional funds currently held in escrow by the end of 2017, which would represent the held back portions of the purchase price with respect to the Asset Sales (the “Holdback Funds”). Russell anticipates completing one or more future distributions by way of return of capital, including a final return of capital following receipt of the Holdback Funds. Upon completion of all such distributions, the Company expects to have satisfied all of its liabilities and returned all of its remaining assets, which shall be in the form of cash, to its shareholders, following which, the Company expects to proceed to dissolve Russell and its wholly owned subsidiary.

On January 5, 2018, Russell announced that following receipt of certain final payments contemplated by the sales of all or substantially all of its assets related to its two former operating business in two separate transactions completed on December 2, 2016 and December 17, 2016 (the "Asset Sales”), the board of directors of the Company has fixed the amount and record date for the second cash distribution by way of a return of capital (the “Return of Capital”).  The Return of Capital will be in the amount of CAD$0.035 per Russell common share, subject to any withholding tax, if any, to be paid to all registered shareholders of record at the close of business on January 17, 2018. The aggregate amount to be paid to the shareholders of the Company will be approximately CAD$3,047,932.58 and the payment will be made on January 26, 2018.

For more information, please contact us at ir@russellbeer.com.

Add Text Here...

Significant Events

On October 7, 2016, Russell Breweries Inc. ("Russell") announced that the Company has entered into two separate purchase agreements pursuant to which Russell has agreed to sell to separate purchasers, substantially all of the assets related to its two operating businesses. The two purchase agreements are the result of the previously announced long and extensive strategic review process undertaken by the Board of Directors of the Company and its Special Committee that commenced in 2015. 

Additional details of the sale can be found in the Management Information Circular dated October 26, 2016 (the " Circular"), which is also posted here on SEDAR.

On November 28, 2016, Russell announced that at the annual general and special meeting of Russell shareholders held on the same day (the “Meeting”), shareholders of the Company approved the sale to separate purchasers of substantially all of the assets related to its two operating businesses as previously announced on October 7, 2016 (the “Asset Sales”). The sale of all of the property and assets used or utilized by the Company in its business of producing beers in Manitoba under the name “Fort Garry Brewing Company”, and the sale of all of the property and assets used or utilized by the Company in its business of producing beers in British Columbia under the name “Russell Brewing Company” were approved by 99% of the Russell shareholders who voted at the Meeting. 

In addition, in connection with the Asset Sales, at the Meeting the Russell shareholders approved the distribution of the remaining assets of the Company, following the payment of all liabilities, by way of a return of capital on the Common Shares (the “Return of Capital”), the voluntary dissolution of the Company in accordance with the Business Corporations Act (British Columbia) and the delisting of the Common shares of the Company from the TSX Venture Exchange or the NEX Board, as more particularly described in the Circular.

On December 2, 2016, Russell announced that the sale of all of the property and assets used or utilized by the Company in its business of producing beers in Manitoba under the name “Fort Garry Brewing Company” has been completed. 

On December 17, 2016, Russell announced that the sale of all of the property and assets used or utilized by the Company in its business of producing beers in British Columbia under the name “Russell Brewing Company” has been completed.

On March 21, 2017 and March 27, 2017, Russell announced that following the completion of the sale of all or substantially all of its assets related to its two former operating business in two separate transactions on December 2, 2016 and December 17, 2016 (the "Asset Sales"), the board of directors of the Company has fixed the amount and record date for the first cash distribution by way of a return of capital, principally funded from the proceeds of the Asset Sale (the "Return of Capital").  The Return of Capital will be in the amount of CAD$0.05 per Russell common share (the "Russell Shares"), subject to any withholding tax, if any, to be paid to all registered shareholders of record at the close of business on April 4, 2017. The aggregate proceeds to be paid to the shareholders of the Company will be approximately CAD$4,354,189 and the payment will be made on April 13, 2017 (the "Payment Date"). As more particularly described in the Circular, the Company anticipates receiving additional funds currently held in escrow by the end of 2017, which would represent the held back portions of the purchase price with respect to the Asset Sales (the “Holdback Funds”). Russell anticipates completing one or more future distributions by way of return of capital, including a final return of capital following receipt of the Holdback Funds. Upon completion of all such distributions, the Company expects to have satisfied all of its liabilities and returned all of its remaining assets, which shall be in the form of cash, to its shareholders, following which, the Company expects to proceed to dissolve Russell and its wholly owned subsidiary.

On January 5, 2018, Russell announced that following receipt of certain final payments contemplated by the sales of all or substantially all of its assets related to its two former operating business in two separate transactions completed on December 2, 2016 and December 17, 2016 (the "Asset Sales”), the board of directors of the Company has fixed the amount and record date for the second cash distribution by way of a return of capital (the “Return of Capital”).  The Return of Capital will be in the amount of CAD$0.035 per Russell common share, subject to any withholding tax, if any, to be paid to all registered shareholders of record at the close of business on January 17, 2018. The aggregate amount to be paid to the shareholders of the Company will be approximately CAD$3,047,932.58 and the payment will be made on January 26, 2018.

For more information, please contact us at ir@russellbreweries.com