Clarification of Ownership Stake and Commitment to Regulatory Compliance
NAPLES, FL / ACCESSWIRE / November 6, 2024 / Melrose Ventures, a Florida LLC, along with its Joint Actors, collectively known as "The Melrose Group," wishes to respond to the statement issued by Hank Payments Corp. ("Hank" or the "Company") on November 4, 2024.
The Melrose Group stands by its previous announcement and wishes to clarify the regulatory requirements and the basis of our claims regarding our ownership stake in Hank Payments Corp.
Clarification on Ownership Stake
We believe there are currently approximately 73,150,000 shares outstanding for Hank Payments Corp. According to the rules and laws governing take-over bids and early warning requirements, the total number of shares outstanding for determining a toehold of 10% is based on the number of shares outstanding on the date of the announcement. As of the close of trading on November 4, 2024, the number of shares outstanding for Hank Payments Corp. (TSX.V:HANK) is indeed 73.15 million. This information is sourced from Yahoo Finance as of the close of trading on November 4, 2024.
We believe that the current management of Hank Payments Corp. made a material misstatement by stating in the company's November 4th press release that "the number of issued and outstanding shares of the Company being 132,720,376 as of November 1, 2024." It is our understanding that in order for the 59,570,000 additional shares to have been issued via the Debenture Amendment announced on October 2, 2024, it would be subject to TSX Venture Exchange acceptance of regulatory filings. To our knowledge, the TSX Venture Exchange has not accepted such regulatory filings, and as such, the total number of shares outstanding is currently approximately 73,150,000 shares, on which the Melrose Group's tender offer is based.
Analysis of Misstatement
Hank Payments Corp. misinterprets the Melrose Group's statement by omitting the critical word "or." The Melrose Group stated: "We are increasing our tender offer to purchase a minimum of 8.5 million shares or the number of shares necessary to bring our stake above 51%." This phrasing clearly indicates that the tender offer is flexible; it allows for the purchase of either a minimum of 8.5 million shares or a sufficient number of shares to exceed a 51% stake, depending on the total shares outstanding.
In contrast, Hank's response claims that the intention to purchase a minimum of 8.5 million shares "does not make any sense" based on their inflated figure of 132,720,376 shares. By neglecting the "or," Hank misrepresents the Melrose Group's position, suggesting a misunderstanding of the tender offer's structure and intent.
The Melrose Group's Tender Offer
The Melrose Group's tender offer is for a cumulative total of 51% of the shares of Hank Payments Corp. at 9 cents per share, and we are submitting all requisite regulatory documents to effect the tender offer, which can be accessed on SEDAR.
Relevant Law
The relevant law is found in the Multilateral Instrument 62-104 Take-Over Bids and Issuer Bids, which states: "The total number of shares outstanding for the purposes of determining a toehold of 10% is based on the number of shares outstanding on the date of the announcement of the take-over bid." According to the rules outlined in Form 62-104F1 and Form 62-103F1, the circular and early warning disclosure can be made after the press release. Specifically, Form 62-104F1 allows for the incorporation of information by reference to another document, which can be filed subsequently. Additionally, Form 62-103F1 requires the early warning report to be filed promptly after the acquisition or disposition of securities that triggers the requirement, not necessarily before a press release. Therefore, Hank Payments Corp.'s management misstates the requirements in their response.
Filing of Circular and Press Releases
The Melrose Group will ensure that all necessary documents, including the take-over bid circular and related press releases, are filed with the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com. This will ensure full transparency and compliance with regulatory requirements.
Commitment to Due Process
We reiterate our commitment to conducting this take-over bid under the supervision of the Securities and Exchange Commission (SEC) and the Ontario Securities Commission (OSC). We believe in full disclosure to all stakeholders and will continue to pursue this bid in accordance with all applicable rules and regulations.
Melrose is committed to discussing among shareholders and ensuring that all shareholders have equivalent information. We will also engage in a candid discussion regarding the management's lack of performance and the omission of information about the real founders of the company in 2006.
Solicitation of Shareholders
The Melrose Group will actively solicit shareholders to join our group of joint actors. Our goal is to seek a change in the board of directors and to move the company towards the creation of value instead of diluting it. We believe that with the right leadership and strategic direction, Hank Payments Corp. can achieve significant growth and enhance shareholder value.
For any questions, please contact Michael Trimarco, Principal of Melrose Ventures & Intelligent Payment Processing, at 516-848-3388.
