This news release is not for distribution or dissemination in the United States of America
Toronto, Ontario, January 22,2021 – GreenBank Capital Inc. (CSE: GBC and OTCMKTS: GRNBF and FRA: 2TL) (“GreenBank” or “the Company”) is pleased to announce that its portfolio company Staminier Limited (“Staminier”) has exercised its option announced on the 4th December 2020 and has now completed the acquisition of P&H Motorcycles Ltd (“P&H”), the South of England’s biggest distributor of high-performance motorcycles, including Ducati, Yamaha, Kawasaki, Suzuki, KTM, Scrambler and Honda. As previously disclosed, GreenBank currently owns 19% of Staminier Limited and possesses an option to acquire the remaining 81% of the Staminier until February 14, 2021 subject to regulatory approval.
The average monthly sales of P&H over the last three years have been approximately C$1.7m per month (C$20m per annum) and the business has sold motorbikes and accessories to over 150,000 unique customers in its 40 year history of success.
During the global pandemic P&H has seen demand for smaller 125cc bikes increase significantly and P&H and Staminier see considerable scope for expansion into the lower powered motorcycle market. However, both companies see the greatest area of expansion as supplying the likely substantial increase in demand for electric powered motorcycles and scooters. P&H, with its powerful market position and extensive database of motorcycle clients and enthusiasts, is very well positioned to capitalize on the forthcoming transition from conventional bikes to electric power.
P&H has net assets of just over C$1.7m including freehold property valued at C$4.25m sited near London Gatwick that is an ideal location for servicing the expected fast growth in EV demand. Despite the pandemic P&H is currently profitable on a month-to-month basis and expects to generate net annual profit of not less than C$425,000 in 2021.
Terms of acquisition
- C$255,000 cash
- one million GreenBank Capital Inc common shares
- C$935,000 of Staminier non-voting Convertible Preference Shares with the right to convert into GreenBank common shares between the 1st of July, 2021 and the 31st December, 2021 at a price equal to the closing price of GreenBank common shares on 30th June 2021, subject to a maximum of 2,750,000 GreenBank common shares
- C$850,000 of Staminier non-voting Second Tranche Convertible Preference Shares convertible into 1m GreenBank common shares at C$0.85 per common share any time after three years from the date of Completion subject to the Vendor’s continued employment for a period of three years from the date of Completion
- Cash equivalent to two times the audited net pre-tax profits of P&H in the twelve month period to 31st December 2021, payable in two equal payments. The first payment is due within 3 months of P&H’s audit completion date of the 31st December 2021 accounts and the second payment is due on the third anniversary of Completion subject to the Vendor’s continued employment for a period of three years from the date of Completion
The Vendor has agreed not to sell or otherwise dispose of any Staminier or GreenBank shares received pursuant to this transaction for a period of at least 12 months from completion of the transaction. In the event that Staminier is not acquired by GreenBank certain Staminier shareholders have agreed to transfer sufficient GreenBank shares to the Vendor to satisfy the terms of acquisition.
As part of the acquisition it has been agreed that up to 50,000 of P&H’s loyal customers will be given the opportunity, subject to regulatory compliance, to purchase Units at 45 cents each in GreenBank’s recently announced C$4.5m non brokered private placement. Each Unit in GreenBank’s private placement consists of one common share in the capital of GreenBank and one half of a common share purchase warrant. Each common share purchase warrant entitles the holder to acquire one additional common share in the capital of Greenbank Capital at an exercise price of $0.50, for 36 months after closing.
Commenting on the transaction David Lonsdale, CEO of GreenBank Capital, said “We are delighted that the acquisition of P&H has completed smoothly. As previously stated, one of our 6 key declared value drivers is to acquire progressively larger established and successful companies; we are delighted to say that the acquisition of P&H by Staminier not only fulfils that criteria but also provides an ideal launch pad into the fast growing and highly exciting EV market”.
Paul Searle, Vendor and MD of P&H, said “We are delighted to become part of the Staminier group and the wider collaboration with GreenBank Capital Inc, the dynamic next generation merchant bank as we build out the P+H growth story in the years to come. I agreed to accept the bulk of the consideration for P&H, my life’s work, in shares because I am fully persuaded by the exceptional growth potential of the combined businesses. I am therefore very grateful that our loyal customer base has been given the opportunity to participate as well”.
About GreenBank
GreenBank is a next generation merchant banking business that has a flexible low-cost overhead structure designed to help the business grow exponentially. Our management are based in Toronto, Dallas, New York and London, and are used to remote working across borders. Our model of remote working, dynamic office space and flexible contracts – rather than expensive offices and large fixed costs – establishes GreenBank as a potential global merchant bank for the future, both during and after COVID19.
GreenBank is listed on the Canadian Securities Exchange, the Frankfurt Boerse and on the OTC Markets in the USA (trading symbols CSE: GBC and FRA: 2TL and OTCMKTS: GRNBF). GreenBank seeks to invest in and work with globally-scalable companies and is focused on building consistent capital appreciation for its shareholders.
For details of our ‘6 Key Drivers of Value’ please see our latest Investor Presentation:
https://greenbankcapitalinc.com/wp-content/uploads/2020/11/03.11.20_Greenbank-Deck-compressed.pdf
For more information please visit our website
or contact Mark Wettreich at +1 (647) 693 9411 or by email Mark@GreenBankCapitalinc.com