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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Jannock Pptys Ltd | TSXV:JPL.UN | TSX Venture | Ordinary Share |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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0.00 | 0.00% | 0.00 | - |
Effective June 30, 2009, the Company changed the basis of preparing its financial statements from a going concern basis to a liquidation basis.
The status of the voluntary liquidation process is set out later in this release.
Liquidation basis of accounting
The Company has presented on a liquidation basis the balance sheet as at December 31, 2009, and the statement of operations and comprehensive income and deficit, and cash flows for the twelve months ended December 31, 2009. The comparative balance sheet figures as at December 31, 2008, and the results of operations for the year ended December 31, 2008 are not comparable because they were prepared on a going concern basis.
Revenue
Income in 2009 consisted of interest earned on investments of surplus cash of $19,000 and a recovery of development costs of $216,000 for municipal fees on a property that had previously been sold. The proceeds for the recovery of development costs were received in March 2010. In the same period last year, interest earnings included interest earned on cash surpluses of $172,000 plus interest earned on income tax recoveries of $11,000.
General and Administration Expenses
In 2009 general and administrative expenses were $443,000 compared with $236,000 incurred in 2008. This increase is mainly due to provisions for the full amount of costs that will be incurred in relation to the dissolution of the Corporation. These costs include ordinary course debts, obligations and liabilities, including the administrative costs related to the dissolution and delisting (the "Dissolution Costs"). These Dissolution Costs include, but are not limited to, the estimated costs and expenses of: (i) the legal fees for the dissolution and delisting, (ii) tax return preparation and filing; (iii) auditor fees; (iv) mailing costs; and (v) all other amounts whatsoever required to satisfy the expenses, liabilities and obligations of the Corporation.
Income taxes
Income tax provisions in 2009 amount to $8,000 compared to recoveries of $477,000 in 2008. The provisions in 2009 primarily result from the elimination of tax assets relating to current years losses as there is no assurance that any amounts will be recovered. In 2008 the recoveries related to refunds of taxes paid on prior years earnings.
Net income
Net loss for 2009 was $215,000 ($0.01 per share) compared with net income of $423,000 ($0.01 per share) for the same period in 2008.
Cash Flows
Net operating cash used by operating activities in 2009 amounted to $314,000 compared to cash used by operating activities of $12,000 in 2008.
-- Cash receipts in 2009 were $43,000 and included $24,000 of income tax recoveries and $19,000 of interest received from the investment of cash surpluses. In 2008 cash receipts were $643,000 and included $451,000 of income tax refunds, $181,000 of interest received from the investment of cash surpluses and $11,000 interest on income tax refunds. -- Cash payments in 2009 were $357,000 for administrative expenditures. In 2008, cash payments were $655,000 and included income tax payments on 2007 income of $443,000 and administrative expenditures of $212,000.
Distributions
In 2009 the Corporation made a distribution to shareholders through the redemption of 356,319,320 Class A Special Shares at $0.01 per Class A Special Share amounting to $3,564,000, which is equivalent to $0.10 per Class B Common Share. There were no distributions to shareholders in 2008.
Capital Structure
The number of Class B Common Shares outstanding is 35,631,932. Currently there are 55 Class A Special Shares that are associated with each Class B Common Share. The combination of one Class B Common Share and 55 Class A Special Shares is listed as a unit on the TSX Venture Exchange (trading symbol: JPL.UN).
The Corporation has been advised by the TSX-Venture Exchange that it will be transferred from a Tier 1 listing to a Tier 2 listing.
Voluntary Dissolution
Shareholders at the Annual General and Special Meeting on May 14, 2009 approved a voluntary dissolution of the Corporation and its eventual delisting from the TSX-V Exchange. The Corporation had anticipated a dissolution date of October 30, 2009 but the process has taken much longer than originally expected due to the delay in receiving the refund of municipal fees. The Corporation is actively working to complete the dissolution as soon as possible.
The remaining steps to dissolve the Corporation are:
1. The Corporation is in the process of applying to the Canada Revenue Agency (CRA) for: a. clearance certificates to confirm that no taxes are payable or remittable up to the Dissolution Date. b. a letter of consent to the Dissolution. 2. The Board of Directors will set a record date for the purpose of determining the Shareholders that are entitled to participate in the distribution of assets of the Corporation upon the Dissolution and will issue a press release announcing the Dissolution Record Date. 3. The Corporation will request the TSX-V exchange to cease all trading of its units after the Dissolution Record Date. 4. After all obligations and liabilities of the Corporation have been satisfied, the remaining assets (cash balances) of the Corporation will be distributed among the Shareholders on a pro-rata basis through the redemption of Special Class A shares. 5. After the Corporation has obtained the necessary consents and clearance certificates from CRA, the Corporation will file articles of dissolution with the Companies and Personal Property Security Branch, Ontario Ministry of Government Services and, upon acceptance of the articles, a certificate of dissolution will be issued. After the certificate of dissolution is issued, all of the shares in the capital of the Corporation will be cancelled. 6. Following the issuance of the certificate of dissolution, the Corporation will request that the TSX-V delist the trading of all units.
Currently the Corporation's only significant asset is its cash in the bank. The estimated net cash balance after the payment of remaining liabilities is equivalent to approximately 5.5 cents per unit.
Other Corporate Items
The Corporation is headquartered in Mississauga, Ontario. The mandate for the Corporation is to dispose of its assets in a manner that maximizes value and distributes the net proceeds realized from those assets to shareholders in a timely fashion.
Forward-looking statements contained in this news release involve risks and uncertainties that could cause actual results to differ materially from those contemplated by such statements. Factors that could cause such differences include local real estate markets, zoning applications, changes in interest rates and general economic conditions. In addition, there are risk factors described from time to time in the reports and disclosure documents filed by Jannock Properties Limited with Canadian and U.S. securities regulatory agencies and commissions.
JANNOCK PROPERTIES LIMITED Balance Sheet (in thousands of Canadian dollars) December 31 December 31 2009 2008 ----------- Assets Cash and cash equivalents $ 1,935 $ 5,813 Amounts receivable 219 5 Future income taxes - 37 ------------------------------ $ 2,154 $ 5,855 ------------------------------ Liabilities Accounts payable and accrued liabilities $ 127 $ 44 Income taxes payable - 5 ------------------------------ $ 127 $ 49 ------------------------------ Shareholders' Equity Capital stock $ 19,551 $ 23,115 Contributed surplus 6,868 6,868 Deficit (24,392) ( 24,177) ------------------------------ $ 2,027 $ 5,806 ------------------------------ $ 2,154 $ 5,855 ------------------------------ JANNOCK PROPERTIES LIMITED Statement of Income and Deficit (in thousands of Canadian dollars, except per share amounts) Year ended December 31 ------------------------------ 2009 2008 ------------- ------------- Revenue Interest income $ 19 $ 183 Recovery of development costs 216 - ------------- ------------- 235 183 ------------- ------------- Expenses General and administrative 443 236 Foreign exchange loss (gain) (1) 1 ------------- ------------- 442 237 ------------- ------------- ------------- ------------- Income/(losses) before income taxes (207) (54) Income taxes (recovery) 8 (477) ------------- ------------- Net income/(loss) for the year $ (215) $ 423 Deficit - Beginning of year $ (24,177) $ (24,600) ------------- ------------- Deficit - End of year $ (24,392) $ (24,177) ------------- ------------- ------------- ------------- Basic and diluted income (loss) per share $ (0.01) $ 0.01 ------------- ------------- ------------- ------------- JANNOCK PROPERTIES LIMITED Statement of Cash Flows (in thousands of Canadian dollars) Year ended December 31 ---------------------------- 2009 2008 ---------- ---------- Cash provided by (used in) Operating activities Cash receipts Income taxes refunds $ 24 $ 451 Interest received 19 192 ------------ ------------ 43 643 ------------ ------------ Cash payments Income taxes paid - (443) Other payments (357) (212) ------------ ------------ (357) (655) ------------ ------------ ------------ ------------ (314) (12) ------------ ------------ Financing activities Redemption of capital stock (3,564) - ------------ ------------ ( 3,564) - ------------ ------------ ------------ ------------ Increase/(decrease) in cash and cash equivalents (3,878) (12) Cash and cash equivalents - Beginning of year 5,813 5,825 ------------ ------------ Cash and cash equivalents - End of year $ 1,935 $ 5,813 ------------ ------------ ------------ ------------ Cash and cash equivalents are comprised of Cash $ 1,935 $ 113 Short term investments - 5,700 ------------ ------------ $ 1,935 $ 5,813 ------------ ------------
Contacts: Jannock Properties Limited Brian Jamieson (905) 821 4464 bjamie@jannockproperties.com
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