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BSG Basicgov Systems Inc.

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Share Name Share Symbol Market Type
Basicgov Systems Inc. TSXV:BSG TSX Venture Common Stock
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BasicGov Announces Sale Of Assets, Loan Facility & Name Change

17/08/2010 2:38am

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BasicGov Systems, Inc. (TSX VENTURE: BSG) ("BasicGov" or the "Company") announces that it has agreed to sell all of its assets other than cash to 0887901 B.C. Ltd. (the "Purchaser"), a wholly-owned subsidiary of Pender Growth Fund (VCC) Inc. ("Pender"). Pursuant to the terms of a Business Assets Purchase and Sale Agreement (the "Sale Agreement") dated August 16, 2010 among the Company, 0887901 B.C. Ltd. and Pender, the Company will sell all of its assets, other than cash, to 0887901 B.C. Ltd. for consideration of approximately $900,000, subject to adjustments for changes in specific working capital balances between July 1, 2010 and the Closing Date (the "Sale Transaction"). This consideration exceeds the value of the Company's BasicGov Software-as-a-Service ("SaaS") business estimated by a business valuator to be between $810,000 and $850,000 as of July 15, 2010.

Consideration for the Company's SaaS business assets is a combination of cash and the assumption of certain liabilities of the Company. The actual amount of cash payable and the value of the assumed liabilities will be calculated as of the completion of the transaction so that adjustments can be made for additional sales of subscriptions of the Company's BasicGov service and increases or decreases in liabilities to be assumed between the date of the Sales Agreement and the date the sale is completed. Subject to the amount of cash consideration not exceeding $780,000, the amount of cash payable is intended to ensure that the Company has $100,000 in working capital after the Closing Date and the share redemption and repayment of advances under the loan facility described below. The Company will use this working capital to fund its expenses as a publicly listed shell company and to seek a new business that has the potential to attract greater support from the public market.

The Company has also entered into a loan agreement with Pender whereby Pender will loan the Company up to $250,000 at an interest rate of 10% per annum compounded annually. The loan and all outstanding interest are repayable 18 months after the first advance is made to the Company. The loan and all outstanding interest are also repayable in the event of sale of all or substantially all of the assets, such as the Sale Transaction, or in the event of change of control. The Company drew its first advance under the loan of $100,000 on August 5, 2010 and the current balance outstanding is $100,000. Pender owns 77% of the outstanding common shares and 100% of the outstanding Series 1 preferred shares of the Company.

As the Company, the Purchaser and Pender have a number of common directors, the Board of Directors of the Company determined that it was appropriate to establish a Special Committee of independent directors of the Company to evaluate the terms of the Sale Transaction from the point of view of the best interests of the Company and its shareholders. The Special Committee retained an independent financial advisor to provide a report on the value of the Company's business with an opinion as to the fairness of the Sale Transaction from a financial point of view. In light of the advice of the financial advisor, and the fact that the Sale Transaction will require approval of the Company's shareholders by a majority of disinterested shareholders, among other factors, the Special Committee and the Board of Directors determined to approve and execute the Agreement.

The completion of the Sale Transaction triggers redemption rights under the Company's outstanding 250,000 Series 1 Preference Shares that are held by Pender, which shares will be redeemed by the Company concurrent with completion of the Sale Transaction. The Company will also repay all working capital loans made by Pender to the Company concurrent with completion of the Sale Transaction. Payment for the redemption and loan repayment will be made with the cash proceeds of the Sale Transaction.

Since the Company's name is one of the assets to be acquired by 0887901 B.C. Ltd. under the Sale Transaction, Shareholders will also be asked to consider and approve a special resolution changing its name upon the closing of the Sale Transaction to "Pedro Resources Ltd." or such other name as may be acceptable to the TSX Venture Exchange.

To be effective, the Sale Transaction must be approved by a special resolution passed by at least 66 2/3% of the votes cast by shareholders at the Annual and Special Meeting of the shareholders. Since the Purchaser is a related party of the Company, being wholly-owned by the Company's controlling shareholder, Pender, the Sale Transaction constitutes a "related party transaction". Accordingly, the Sale Transaction must also be approved by a simple majority of the votes cast by shareholders excluding the votes attached to the common shares that are beneficially owned, controlled or directed by shareholders that are interested parties. Pender and certain directors of the Company are interested parties and, as such, their shares will be excluded from this vote.

Detailed information about the Sale Transaction will be contained in a management information circular relating to the Annual and Special Meeting to be mailed to the Company's shareholders.

The Sale Transaction is subject to certain conditions and approval of the TSX Venture Exchange. If conditions are met and approval obtained, the Company estimates that the Sale Transaction will close in late September.

About BasicGov Systems, Inc.

BasicGov Systems, Inc. ("BasicGov") (formerly CloudBench Applications Inc.) (TSX VENTURE: BSG) develops, sells and supports web-based software for cities, counties, state governments and government agencies to streamline planning, permitting and inspections, code enforcement, licensing and citizen access. BasicGov is a reliable, secure solution delivered for an affordable price and the only web-based software for local governments built on the Salesforce.com's Force.com platform, the backbone of cloud computing solutions used by more than 70,000 organizations worldwide. Unlike enterprise software that is expensive to acquire and difficult to implement, BasicGov does not require capital investment and is easy to set up. www.basicgov.com.

Forward-Looking Statements

This news release contains forward-looking statements. Actual events or results may differ materially from those described in the forward-looking statements due to a number of risks and uncertainties, including changes in market and competition, technological and competitive developments, cooperation and performance of strategic partners, potential downturns in economic conditions generally and the outcome of the negotiations with Harris as to the amount of the Holdbacks. Forward-looking statements are based upon management's estimates, beliefs and opinions. The Company assumes no obligation to update forward-looking statements, other than as required by applicable law.

On behalf of the Board of Directors

BASICGOV SYSTEMS, INC.

David Roberts, Director

For more information about BasicGov Systems, Inc. and BasicGov visit www.basicgov.com.

Neither the 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: BasicGov Systems, Inc. Ian Power CFO +1 (604) 729-5142 info@basicgov.com www.basicgov.com

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