In the news release "Dizun Announces Closing of $750,000 Private Placement and Letter of Intent With Maitri Health for Reverse Takeover", issued 24-Jul-2020 by Dizun International Enterprises Inc. over CNW, we are advised by the company that in the previous version of the news release, under the terms of the reverse takeover ("RTO"), Dizun International Enterprises Inc.("Dizun") announced that as part of the RTO, the Maitri Health Corp. ("Maitri") Shareholders will receive an aggregate of 25,000,000 common shares of Dizun. The correct amount is 250,000,000 common shares of Dizun. The complete release follows:
Dizun Announces Closing of $750,000 Private Placement and Letter of Intent With Maitri Health for Reverse Takeover
VANCOUVER, BC, July 24, 2020 /CNW/ - Dizun International Enterprises Inc. (CSE: KDZ) ("Dizun" or the "Company") is pleased to announce the closing of a $750,000 non-brokered private placement (the "Private Placement") of units of the Company (each a "Unit") and that it has entered into a non-binding letter of intent (the "LOI") with Maitri Health Corp. ("Maitri") to complete a business combination by way of a reverse takeover (the "RTO") of Dizun by the shareholders of Maitri. Upon completion of the RTO, the combined entity (the "Resulting Issuer") will continue to carry on the business of Maitri. The closing of the RTO is subject to the receipt of all necessary approvals, including without limitation regulatory approval for the listing of the common shares of the Resulting Issuer (the "Resulting Issuer Shares") on the Canadian Securities Exchange (the "Exchange"). The LOI was negotiated at arm's length and is effective July 23, 2020.
Pursuant to the Private Placement, Dizun issued 30,000,000 Units at a price of $0.025 per Unit for aggregate gross proceeds of $750,000.
Each Unit consists of one common share in the capital of Dizun (a "Dizun Share") and one Dizun Share purchase warrant (a "Warrant"). Each Warrant will entitle the holder to purchase one additional Dizun Share at an exercise price of $0.025 per share for a period of two years from the date of issuance.
The Private Placement is subject to the approval of the Exchange and the securities will be subject to a four-month hold period under securities laws.
In connection with the Private Placement, Dizun paid a cash finder's fee of $1,850 and issued 70,000 Finder's Warrants. The Finder's Warrants have the same terms as the Warrants and will be subject to a four-month hold period under securities laws.
Description of Maitri
Maitri is a coordinated global platform that delivers reliable, high quality health care supplies with transparent supply chains. The Covid-19 pandemic has exposed a need for a new way to manufacture and manage healthcare and PPE materials. Businesses need new protocols to keep workers safe and healthcare needs to equip first responders. Created by industry leaders, Maitri's mission is to bring a stable supply of materials to enable businesses and healthcare to function efficiently. Maitri is securing strategic on-shore manufacturing and licensing agreements. Clients of Maitri have a system that ensures medical supplies are available, reliable, consistent and sustainable. With advanced protocols for production, logistics, advanced technology and strict quality control, Maitri will ensure our global community is able to navigate every biomedical emergency. For further information, refer to Maitri's website at www.maitrihealth.ca.
Terms of the RTO
The RTO is expected to be completed by way of a share exchange between the shareholders of Maitri (the "Maitri Shareholders") and Dizun, following which the Resulting Issuer will continue the business of Maitri. In exchange for 100% of the issued and outstanding shares of Maitri (the "Maitri Shares"), the Maitri Shareholders will receive an aggregate of 250,000,000 Dizun Shares.
The Parties anticipate entering into a definitive amalgamation agreement (the "Definitive Agreement") by the end of August 2020, following the completion of satisfactory due diligence. The RTO constitutes an Arm's Length Transaction under the policies of the Exchange.
As of the date hereof, Dizun has 41,605,880 Dizun Shares outstanding, as well as an aggregate of 30,070,000 warrants.
As of the date hereof, Maitri has 25,000,000 Maitri Shares outstanding and no convertible securities.
Management and Directors of the Resulting Issuer
When the RTO is completed, it is anticipated that the board of directors of the Resulting Issuer shall be reconstituted to consist of such directors as Maitri shall determine, and each of the officers of Dizun shall resign and be replaced with officers appointed by the new board of directors.
It is anticipated that the directors of the Resulting Issuer will be Sav DiPasquale, Tony Clement, Dr. Solomon (Sam) Pillersdorf and Gavin Cooper, and the officers will be Andrew Morton and Marlis Yassin.
Sav DiPasquale: Board ChairMr. DiPasquale is a senior executive with over 30 years of experience in the pharmaceutical, biotechnology and transportation industries, and he is currently President of the Canadian Pharmaceutical Distribution Network ("CPDN"). At CPDN, Mr. DiPasquale is responsible for overall operations, including the development and implementation of strategies to grow the organization's membership and extend its unique service offering. Previously Mr. DiPasquale spent almost seventeen years at Glaxo Smith Kline in various senior positions, including VP Business Development and CIO.
Tony Clement: DirectorMr. Clement is a former Canadian federal politician and former Member of Parliament. Mr. Clement served as an Ontario cabinet minister, including as Federal Minister of Health and Long-Term Care as well as President of the Treasury.
Dr. Solomon (Sam) Pillersdorf: DirectorDr. Pillersdorf has been involved in the mining sector for over 10 years, including funding start-up mining companies and sourcing and funding resource claims. Dr. Pillersdorf was Head of Rheumatology Outpatients and Head of Rheumatology training at the McMaster University Medical Center.
Gavin Cooper: DirectorMr. Cooper is a Chartered Accountant with extensive experience in all aspects of corporate and financial management. For the past 35 years, Mr. Cooper has been providing strategic and financial advice and corporate administration services, and has held senior positions with a number of public and private companies with local and international operations
Andrew Morton: CEO and DirectorMr. Morton is a seasoned global technology executive with a track record of successfully building and running innovative companies. Mr. Morton was SVP Global Sales for Zodiac Interactive, a private equity held software company focused on advanced software for Tier 1 Cable and Telecom providers. He headed up Broadband TV for Entone where he launched successful operations on multiple continents. Entone was acquired by Amino Communications (LON: AMO) where he served for several years post transaction on the senior executive team. Earlier in his career, Mr. Morton co-launched global operations for Comtrend Corporation, a leader in telecom hardware and software.
Marlis Yassin: CFO and Corporate SecretaryMs. Yassin is a CPA, CA with over 15 years experience working with publicly listed companies. She has held finance management positions at various public companies, including an international industrial products company and mid-tier mining companies. Ms. Yassin gained extensive experience through her client engagements at Deloitte providing reporting, advisory and assurance services to publicly traded companies, primarily in the natural resources sector.
Conditions to the RTO
The RTO is subject to the satisfaction of customary closing conditions, including as follows:
each of Dizun and Maitri obtaining any requisite director and shareholder approvals;
the completion of due diligence investigations to the satisfaction of each of Dizun and Maitri;
Dizun and Maitri entering into the Definitive Agreement; and
all requisite regulatory and stock exchange approvals relating to the RTO and Exchange approval for the listing of the Resulting Issuer Shares having been obtained.
Additional Information Regarding the RTO
The RTO will constitute a change of business under the rules of the Exchange. The final legal structure for the RTO will be determined after the parties have considered all applicable tax, securities law and accounting efficiencies.
Dizun and Maitri expect to complete the RTO in the fall of 2020.
On behalf of the Board,
Dizun International Enterprises Inc.
Hani Zabaneh, Director and CEO
Completion of the RTO is subject to a number of conditions, including but not limited to, Exchange acceptance. The RTO cannot close until the required shareholder approvals are obtained. There can be no assurance that the RTO will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular or listing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Dizun should be considered highly speculative. The Canadian Securities Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.
Neither the Canadian Securities Exchange nor its regulation services provider has reviewed or accepts responsibility for the adequacy or accuracy of this news release.
All information contained in this press release with respect to Dizun and Maitri was supplied by the parties respectively for inclusion herein, and each party and its directors and officers have relied entirely on the other party for any information concerning the other party. Dizun has not conducted due diligence on the information provided by Maitri and does not assume any responsibility for the accuracy or completeness of such information.
This press release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities described herein in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws, and may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
This press release contains certain forward-looking statements that reflect the current views and/or expectations of management of Dizun and Maitri, respectively, with respect to performance, business and future events, including but not limited to express or implied statements and assumptions regarding the intention of Dizun and Maitri to negotiate for or complete the RTO, the change of directors, as proposed or at all. Forward-looking statements are based on the current expectations, beliefs, assumptions, estimates and forecasts about the business and the industry and markets in which Dizun and Maitri operate. Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions, which are difficult to predict. In particular, there is no guarantee that the parties will successfully negotiate and enter into the Definitive Agreement or complete the RTO contemplated herein; that the due diligence of Dizun and/or Maitri will be satisfactory; or that Dizun and Maitri will obtain any required shareholder or regulatory approvals, including the listing of the Resulting Issuer Shares on the Exchange. Accordingly, readers should not place undue reliance on forward-looking statements and information herein, which are qualified in their entirety by this cautionary statement. Neither Dizun nor Maitri undertakes any obligation to release publicly any revisions for updating any voluntary forward-looking statements, except as required by applicable securities law.
SOURCE Dizun International Enterprises Inc.
NEW YORK, Oct. 23, 2020 /PRNewswire/ -- This press release provides shareholders of Cohen & Steers Infrastructure Fund, Inc. (NYSE: UTF) (the "Fund") with information regarding the sources of the distribution to be paid on October 30, 2020 and cumulative distributions paid fiscal year-to-date.
In March 2015, the Fund implemented a managed distribution policy in accordance with exemptive relief issued by the Securities and Exchange Commission. The managed distribution policy seeks to deliver the Fund's long-term total return potential through regular monthly distributions declared at a fixed rate per common share. This policy gives the Fund greater flexibility to realize long-term capital gains throughout the year and to distribute those gains on a regular monthly basis to shareholders. The Board of Directors of the Fund may amend, terminate or suspend the managed distribution policy at any time, which could have an adverse effect on the market price of the Fund's shares.
The Fund's monthly distributions may include long-term capital gains, short-term capital gains, net investment income and/or return of capital for federal income tax purposes. Return of capital includes distributions paid by the Fund in excess of its net investment income and net realized capital gains and such excess is distributed from the Fund's assets. A return of capital is not taxable; rather, it reduces a shareholder's tax basis in his or her shares of the Fund. In addition, distributions from the Fund's investments in MLPs are attributed to various sources, including net investment income and return of capital. The amount of monthly distributions may vary depending on a number of factors, including changes in portfolio and market conditions.
At the time of each monthly distribution, information will be posted to cohenandsteers.com and mailed to shareholders in a concurrent notice. However, this information may change at the end of the year because the final tax characteristics of the Fund's distributions cannot be determined with certainty until after the end of the calendar year. Final tax characteristics of all of the Fund's distributions will be provided on Form 1099-DIV, which is mailed after the close of the calendar year.
The following table sets forth the estimated amounts of the current distribution and the cumulative distributions paid this fiscal year-to-date from the sources indicated. All amounts are expressed per common share.
October 31, 2020*
Per Share Amount
% of Current Distribution
Per Share Amount
% of 2020 Distributions
Net Investment Income
Net Realized Short-Term Capital Gains
Net Realized Long-Term Capital Gains
Return of Capital (or other Capital Source)
Total Current Distribution
You should not draw any conclusions about the Fund's investment performance from the amount of this distribution or from the terms of the Fund's managed distribution policy. The Fund estimates that it has distributed more than its income and capital gains; therefore, a portion of your distribution may be a return of capital. A return of capital may occur, for example, when some or all of the money that you invested in the Fund is paid back to you. A return of capital distribution does not necessarily reflect the Fund's investment performance and should not be confused with 'yield' or 'income'. The amounts and sources of distributions reported in this Notice are only estimates, are likely to change over time, and are not being provided for tax reporting purposes. The actual amounts and sources of the amounts for accounting and tax reporting purposes will depend upon the Fund's investment experience during the remainder of its fiscal year and may be subject to changes based on tax regulations. The amounts and sources of distributions year-to-date may be subject to additional adjustments.
*THE FUND WILL SEND YOU A FORM 1099-DIV FOR THE CALENDAR YEAR THAT WILL TELL YOU HOW TO REPORT THESE DISTRIBUTIONS FOR FEDERAL INCOME TAX PURPOSES.
The Fund's Year-to-date Cumulative Total Return for fiscal year 2020 (January 1, 2020 through September 30, 2020) is set forth below. Shareholders should take note of the relationship between the Year-to-date Cumulative Total Return with the Fund's Cumulative Distribution Rate for 2020. In addition, the Fund's Average Annual Total Return for the five-year period ending September 30, 2020 is set forth below. Shareholders should note the relationship between the Average Annual Total Return with the Fund's Current Annualized Distribution Rate for 2020. The performance and distribution rate information disclosed in the table is based on the Fund's net asset value per share (NAV). The Fund's NAV is calculated as the total market value of all the securities and other assets held by the Fund minus the total liabilities, divided by the total number of shares outstanding. While NAV performance may be indicative of the Fund's investment performance, it does not measure the value of a shareholder's individual investment in the Fund. The value of a shareholder's investment in the Fund is determined by the Fund's market price, which is based on the supply and demand for the Fund's shares in the open market.
Fund Performance and Distribution Rate Information:
Year-to-date January 1, 2020 to September 30, 2020
Year-to-date Cumulative Total Return1
Cumulative Distribution Rate2
Five-year period ending September 30, 2020
Average Annual Total Return3
Current Annualized Distribution Rate4
Year-to-date Cumulative Total Return is the percentage change in the Fund's NAV over the year-to-date time period including distributions paid and assuming reinvestment of those distributions.
Cumulative Distribution Rate for the Fund's current fiscal period (January 1, 2020 through October 31, 2020) measured on the dollar value of distributions in the year-to-date period as a percentage of the Fund's NAV as of
September 30, 2020.
Average Annual Total Return represents the compound average of the Annual NAV Total Returns of the Fund for the five-year period ending September 30, 2020. Annual NAV Total Return is the percentage change in the Fund's NAV over a year including distributions paid and assuming reinvestment of those distributions.
The Current Annualized Distribution Rate is the current fiscal period's distribution rate annualized as a percentage of the Fund's NAV as of September 30, 2020.
Investors should consider the investment objectives, risks, charges and expense of the Fund carefully before investing. You can obtain the Fund's most recent periodic reports, when available, and other regulatory filings by contacting your financial advisor or visiting cohenandsteers.com. These reports and other filings can be found on the Securities and Exchange Commission's EDGAR Database. You should read these reports and other filings carefully before investing.
Shareholders should not use the information provided here in preparing their tax returns. Shareholders will receive a Form 1099-DIV for the calendar year indicating how to report Fund distributions for federal income tax purposes.
Symbol: (NYSE: CNS)
About Cohen & Steers. Cohen & Steers is a global investment manager specializing in liquid real assets, including real estate securities, listed infrastructure, and natural resource equities, as well as preferred securities and other income solutions. Founded in 1986, the firm is headquartered in New York City, with offices in London, Dublin, Hong Kong, and Tokyo.
Forward-Looking StatementsThis press release and other statements that Cohen & Steers may make may contain forward looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which reflect the company's current views with respect to, among other things, its operations and financial performance. You can identify these forward-looking statements by the use of words such as "outlook," "believes," "expects," "potential," "continues," "may," "will," "should," "seeks," "approximately," "predicts," "intends," "plans," "estimates," "anticipates," or the negative versions of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties.
Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. The company undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.
View original content:https://www.prnewswire.com/news-releases/cohen--steers-infrastructure-fund-inc-utf-notification-of-sources-of-distribution-under-section-19a-301159070.html
SOURCE Cohen & Steers
Sensorion (Paris:ALSEN) (FR0012596468 – ALSEN) a pioneering clinical-stage biotechnology company which specializes in the development of novel therapies to restore, treat and prevent within the field of hearing loss disorders, announces the signature of an agreement with three banks for a loan of €3 million in the context of the COVID-19 pandemic including €2 million guaranteed by the French government and €1 million as a Research, Development and Innovation (RDI) loan from Bpifrance.
The €2 million loans are under the French government’s PGE scheme whereby it guarantees 90% of loans granted by credit institutions and financing companies. Société Générale will contribute €1.5 million and CIC €500,000 to this. This loan extends Sensorion cash runway until early Q4 2022.
About Sensorion Sensorion is a pioneering clinical-stage biotech company, which specializes in the development of novel therapies to restore, treat and prevent within the field of hearing loss disorders. Its clinical-stage portfolio includes one Phase 2 product: SENS-401 (Arazasetron) for sudden sensorineural hearing loss (SSNHL). Sensorion has built a unique R&D technology platform to expand its understanding of the pathophysiology and etiology of inner ear related diseases enabling it to select the best targets and modalities for drug candidates. The Company is also working on the identification of biomarkers to improve diagnosis of these underserved illnesses. In the second half of 2019, Sensorion launched two preclinical gene therapy programs aiming at correcting hereditary monogenic forms of deafness including Usher Type 1 and deafness caused by a mutation of the gene encoding for Otoferlin. The Company is uniquely placed, through its platforms and pipeline of potential therapeutics, to make a lasting positive impact on hundreds of thousands of people with inner ear related disorders, a significant global unmet medical need.
Label: SENSORION ISIN: FR0012596468 Mnemonic: ALSEN
Disclaimer This press release contains certain forward-looking statements concerning Sensorion and its business. Such forward looking statements are based on assumptions that Sensorion considers to be reasonable. However, there can be no assurance that such forward-looking statements will be verified, which statements are subject to numerous risks, including the risks set forth in the ‘Document de référence’ registration document filed with the ‘Autorité des Marchés Financiers’ (AMF French Financial Market Authority) on September 7th, 2017 under n°R.17-062 and to the development of economic conditions, financial markets and the markets in which Sensorion operates. The forward-looking statements contained in this press release are also subject to risks not yet known to Sensorion or not currently considered material by Sensorion. The occurrence of all or part of such risks could cause actual results, financial conditions, performance or achievements of Sensorion to be materially different from such forward-looking statements.
This press release and the information that it contains do not constitute an offer to sell or subscribe for, or a solicitation of an offer to purchase or subscribe for, Sensorion shares in any country. The communication of this press release in certain countries may constitute a violation of local laws and regulations. Any recipient of this press release must inform oneself of any such local restrictions and comply therewith.
View source version on businesswire.com: https://www.businesswire.com/news/home/20201014005929/en/