Spin-out of Brazilian subsidiary of CTF utilizing s. 86, and sale of CTF shares, under BC Plan of Arrangement

It is proposed that a Brazilian subsidiary (held through a Canadian holding company) be be spun out to shareholders of CTF Technologies Inc. (a BC company) followed by a sale of CTF by its shareholders to a Luxembourg subsidiary of FleetCor Technologies, a US public company.  The spin-off will be accomplished by converting a portion of the shareholders' CTF shares into preferred shares having a paid-up capital (as determined up to one month after the spin-off) based on the estimated fair market value of the spun-off subsidiary.  Both this spin-off transaction and the very detailed terms of the sales agreement are embedded in a BC Plan of Arrangement, with the resident shareholders potentially claiming a reserve under s. 40(1)(a)(iii) for deferred (and somewhat indeterminate) sales proceeds.

Neal Armstrong.  See summary of 28 May 2012 Circular for BC Plan of Arrangement respecting CTF Technologies Inc..