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Pivot Technology Solutions, Inc. — Delisting Announcement 2020
Nov 6, 2020
46765_rns_2020-11-06_783f8466-ee78-4eda-8147-4f1b1113bf75.pdf
Delisting Announcement
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Notice of Change in Corporate Structure
Pursuant to Section 4.9 of National Instrument 51-102
1. Names of the parties to the transaction
Pivot Technology Solutions, Inc. (“ Pivot ”), Computacenter plc (“ Computacenter ”) and 5038823 Ontario Ltd. (formerly 1264283 B.C. Ltd.) (“ 5038823 ”).
2. Description of the transaction
On November 2, 2020, Pivot, Computacenter and 5038823 completed the previously announced court approved plan of arrangement (the “ Arrangement ”) under section 182 of the Business Corporations Act (Ontario). Pursuant to the terms of the Arrangement, Computacenter, through its wholly-owned subsidiary, 5038823, acquired all of the issued and outstanding common shares of Pivot (the “ Pivot Shares ”) for C$2.60 per Pivot Share.
The Pivot Shares were delisted from the Toronto Stock Exchange at the close of trading on November 4, 2020.
3. Effective date of the transaction
November 2, 2020.
4. Name of each party, if any, that ceased to be a reporting issuer after the transaction and of each continuing party
Subsequent to the Arrangement, 5038823 and Pivot amalgamated under the name Pivot Technology Solutions, Inc. pursuant to section 179 of the Business Corporations Act (Ontario).
Pivot has made an application to the Ontario Securities Commission to cease to be a reporting issuer under applicable Canadian securities laws.
5. Date of the reporting issuer’s first financial year-end after the transaction
Not applicable.
6. Periods, including comparative periods, if any, of the interim financial reports and the annual financial statements required to be filed for the reporting issuer’s first financial year after the transaction
Not applicable.
7. Documents filed under National Instrument 51-102 that described the transaction and where they can be found in electronic format
Further information in respect of the Arrangement is contained in the arrangement agreement dated September 8, 2020 and management information circular of Pivot dated September 23, 2020, copies of which are available on SEDAR under Pivot’s profile at www.sedar.com.