NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
TSX Venture Exchange Symbol "LOY"
TORONTO, Aug. 27, 2012 /CNW/ - Loyalist Group Limited (the "Company") (TSXV:LOY.V - News), an emerging consolidator of private English-as-a-second-language (ESL) schools, is pleased to announce that it has closed the non-brokered private placement of common shares that was announced on August 17, 2012 (the "Offering"). Under the Offering, which was significantly over-subscribed even after being increased by 25 per cent, the Company issued 25,000,000 common shares at a price of .20 per share for aggregate gross proceeds of $5,000,000.
Andrew Ryu, CEO of Loyalist Group Limited, commented, "Hundreds of millions of people in the world want to learn English, the language of business. They view a quality ESL education as a crucial investment and we intend to be their provider of choice. This financing allows us to continue our strategy of consolidating the fragmented ESL industry in Canada. Our goal is to maximize profitability by acquiring top-notch schools and wringing out synergies through cost cuts and increased revenues - a strategy we have already deployed with proven results."
The Company is also pleased to announce that Mr. Seymour Schulich, whose foundation participated in the private placement completed by the Company in June 2012, made a significant personal investment in the Company in the Offering.
Andrew Ryu, Ronald Binns and Martin Bernholtz, each of whom is a director of the Company, directly or indirectly subscribed for 1,000,000, 500,000 and 375,000 common shares under the Offering, respectively. The participation of these individuals in the Offering constitutes a related party transaction under Canadian Multilateral Instrument 61-101 ("MI 61-101"), but is otherwise exempt from the formal valuation and minority approval requirements of MI 61-101.
The Company anticipates that the proceeds of the Offering will be used to fund acquisitions and for general working capital purposes.
Pursuant to applicable Canadian securities laws, the common shares issued under the Offering will be subject to a four-month hold period from the time of closing of the Offering.
The Offering is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the final approval of the TSX Venture Exchange.
The securities offered have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful.
About Loyalist Group (TSXV:LOY.V - News)
Loyalist Group Limited owns and operates private English as a Second Language (ESL) schools both in Toronto and Vancouver. Run by experienced professionals in the private education sector, Loyalist Group provides educational services with an emphasis on teaching: (i) English as a Second Language courses for international students, (ii) training programs for teachers, commonly known as TESL, (iii) professional development courses, and (iv) corporate English for professionals.
PS. Seymour making bigger bet, now withhis own money.