C.A. Bancorp Inc. (the “Company”)
announces that, as a result of the expansion of the scope and nature of
the Company’s business, it has entered into two agreements with Sentry
Select Capital Corp. (“Sentry Select”), subject to regulatory approval.
Pursuant to
the Management Agreement, among other things, Sentry Select will manage
the Company’s merchant banking business, including searching for,
evaluating and screening investment opportunities and conducting due
diligence with respect to potential investments. For the provision of
its services pursuant to the Management Agreement, the Company will pay
Sentry Select a quarterly fee (the “Management Fee”) of 1/4 of 1.50% of
the Net Asset Value (the total net asset value less the Company’s
liabilities) calculated as at the close of business on the last
business day of each calendar quarter. In addition to the Management
Fee, Sentry Select will be entitled to be paid a performance bonus (the
“Performance Bonus”) equal to 20% of the amount by which the annual Net
Pre-Tax Profits of the Company (the non-consolidated net income of the
Company before income taxes and such Performance Bonus) calculated as
at December 31st in each year exceeds a threshold of an 8% per year
return earned on the Company’s Net Asset Value (determined in
accordance with the Management Agreement). The initial term of the
Management Agreement will commence on July 1, 2006 and expire on
December 31, 2011. The Management Agreement will renew automatically
for successive five-year terms following the initial term, provided
that there has been no breach or material default of the terms of the
agreement by Sentry Select, subject to termination on any expiry date
upon not less than 180 days prior written notice from the Company or
Sentry Select to the other. In the event that the Company terminates
the Management Agreement, Sentry Select will be entitled to receive
from the Company an amount equal to five times 1.5% of the Net Asset
Value calculated as at the close of business on the last business day
of the term of the Management Agreement and five times the Performance
Bonus paid in respect of the calendar year immediately preceding the
date of termination of the Management Agreement. The Management
Agreement may also be terminated by either party upon the occurrence of
certain events. Mr. John F. Driscoll, a director and the Chief
Executive Officer of the Company, is the President, Chief Executive
Officer and a director of Sentry Select, a privately held company
beneficially owned by John F. Driscoll and his family.
The
Amended Administrative Agreement amends and restates the administrative
agreement of January 26, 2006 between the Company and Sentry Select.
Effective as of July 1, 2006, Sentry Select will provide certain
management and administrative services to the Company, including the
provision of office space, equipment and all management and investment
staff, and all accounting, clerical, secretarial, corporate and
administrative services as may be reasonably necessary to perform its
obligations under the Amended Administrative Agreement. The monthly fee
paid to Sentry Select for the provision of such services will increase
(from $35,000 to $40,000). The Amended Administrative Agreement will
immediately terminate upon the termination for any reason of the
Management Agreement.
The Company also wishes to announce the appointment on May 18, 2006 of
Mr. Frank Potter to the board of directors of the Company. In
accordance with the policies of the TSX Venture Exchange, Mr. Potter’s
appointment to the board of directors of the Company is subject to
Exchange approval.
For further information: Mark Gardhouse, President, C.A. Bancorp Ltd. Tel: 1-866-388-5985 Fax: 416-364-5615 info@cabancorp.com
The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.
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