LTP Stakeholder Group, A Group Represented by YS Capital, Formed to Protect Interests

December 02, 2015 9:00 AM EST | Source: YS Capital Inc.

Toronto, Ontario--(Newsfile Corp. - December 2, 2015) - A group of stakeholders of 2297970 Ontario Inc., also known as LTP Financial ("LTP") has formed a group, led by YS Capital Inc., a debtholder of LTP in response to recent press releases issued by First Global Data Limited, (TSXV: FGD), ("FGD").

We find it incredulous that a public company can state many times over a 7 month period that a transaction has closed, to only now retract the statements. We also take exception to the facts laid out by FGD in their most recent press release.

In particular:

  1. We don't understand how FGD claims to have eliminated the minimum financing requirement but now claims to have not waived the requirement to raise funds. These statements seem contradictory as either the minimum was waived or it was not and contradicts the information we note in point 2 below.

  2. FGD did not disclose that as part of waiving the minimum financing it distributed an agreement to various parties indicating that if the minimum financing was not completed by April 30, 2015 that 8,791,773 FGD shares attributable to these parties would be forfeited. All other shares were to have been released. FGD held onto these shares despite the documentation to the contrary.

  3. FGD indicates that it was forced to release all the shares as consideration for a loan extension. FGD did not disclose that on or about the time of the April 6, 2015 press release of the closing of the transaction, that it released 1,500,000 shares to a stakeholder who requested a meeting with FGD and FGD's counsel. We don't understand how FGD thought it was appropriate to treat one recipient differently from all the other stakeholders. This doesn't seem fair or right considering that, as they state, they had no intention of releasing the remaining shares.

  4. FGD indicated they believe the LTP liabilities were higher than the threshold allowed under the agreement. FGD did not disclose that as part of the transaction process, certain equity shareholders of LTP provided indemnification agreements in the event that the liabilities were higher than expected. We don't believe that higher liabilities have any significant merit given that FGD has not tried to enforce under those indemnification agreements.
We also note the reasons why FGD believes the LTP transaction is not closed and take exception with the points they note in their November 30, 2015 press release.

Including but not limited to:

  1. We believe FGD assumed control of LTP based on the fact that FGD executives and senior management directed the actions of LTP employees. We have many emails to this effect. Including:
    1. An email dated May 26, 2015 from the VP of Global Marketing of FGD to LTP freezing overtime.
    2. An email dated July 13, 2015 from the Global Human Resources Director of FGD to LTP setting up a meeting to review the use and completion of FGD vacation forms.
    3. An emailed dated May 29, 2015 from the VP of Global Marketing of FGD to certain LTP staff informing them that they must communicate time away from the office by email.
    4. The weekly submission of time sheets by LTP employees to FGD.
         
  2. The directors of LTP were in fact changed to add two executives of FGD. This can be seen on the Ontario Business Information System.
         
  3. We have various emails from FGD executive instructing which invoices were to be paid, and directing the flow of funds in and out of LTP. In our opinion, FGD assumed control over the treasury function. These emails include:
    1. An email dated May 15, 2015 from the CEO of FGD instructing that funds be wired to LTP from FGD.
    2. A follow up email dated May 15, 2015 from the CEO of FGD requesting that the funds sent be used for the purposes specified and that confirm of payments made be provided to FGD.
    3. An email dated June 4, 2015 from FGD Finance to LTP instructing them to move all cash held at LTP to FGD's bank account.

We believe the transaction with FGD closed. The Stakeholder Group has retained counsel and is assessing its alternatives in light of the press releases issued by FGD and plans to issue further updates.

Neither the TSX Venture nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward-looking Statements

Certain statements contained in this news release may constitute forward-looking information, within the meaning of Canadian securities laws. Forward-looking information may relate to this news release and other matters identified in this news release. Forward-looking information and anticipated events or results and can be identified by terminology such as "may", "will", "could", "should", "expect", "plan", "anticipate", "believe", "intend", "estimate", "projects", "predict", "potential", "continue" or other similar expressions concerning matters that are not historical facts. Such forward-looking statements are based on assumptions and uncertainties. While we consider these assumptions to be reasonable based on information currently available to us, they may prove to be incorrect. Actual results may vary from such forward-looking information for a variety of reasons.

On behalf of the Stakeholder Group:

YS Capital Inc.
Amanda Simoes
(905) 673-5187

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