News Article | November 10, 2016
Aston Hill Financial Inc. ("Aston Hill" or the "Company") (TSX:AHF) today announced the postponement of its special meeting of holders of common shares ("Shareholders") of the Company ("Common Shares") and special meeting of holders of 6.50% extendible convertible unsecured subordinated debentures ("Debentureholders") due January 31, 2019 ("Debentures"), which were both originally scheduled to be held on November 15, 2016, until November 22, 2016 in order for Shareholders and Debentureholders to consider certain amendments to the terms of the Company's previously announced transaction with Front Street Capital 2004 ("Front Street") to combine their respective companies (the "Amended Transaction"). A supplement (the "Supplement") dated November 9, 2016 to the Joint Management Information Circular of the Company dated October 14, 2016 providing additional information with respect to the terms and conditions of the Amended Transaction is being mailed to Shareholders and Debentureholders. A copy of the Supplement has been filed on SEDAR at www.sedar.com and is also available on the Company's website at www.astonhill.ca. The Amended Transaction follows consultations with Debentureholders in respect of the previously announced proposed amendments to the Debentures. As more particularly described below and in the Supplement, there are four significant changes to the proposed amendments to the Debentures under the Amended Transaction: (i) the Company is proposing to keep the conversion feature of the Debentures, while reducing the conversion price from the existing $0.65 per Common Share to $0.30 per Common Share; (ii) the number of Common Shares that each Debentureholder will receive for each $1,000 principal amount of Debentures held by such Debentureholder will increase from 1,000 Common Shares to 1,445 Common Shares; (iii) the maturity date of the Debentures is now proposed to be June 30, 2021; and (iv) related to the change of maturity date, the applicable redemption dates for the Debentures will be adjusted accordingly. Accordingly, as a result of the Amended Transaction, an aggregate of 48,710,950 Common Shares will be issued to the Debentureholders. Certain Debentureholders who own, control or direct an aggregate principal amount of $6,782,000 Debentures (representing 20.1% of the outstanding Debentures) have entered into voting support agreements with the Company as of the date hereof to, among other things, vote in favour of the Amended Transaction at the special meeting of Debentureholders. As a result of such proposed amendments, the Debentureholders are now being asked to consider and, if deemed appropriate, to adopt, with or without amendment, an extraordinary resolution approving, among other things: (a) the extension of the maturity date of the Debentures from January 31, 2019 to June 30, 2021; (b) the reduction (in part by virtue of a partial repayment through the issuance of Common Shares) of the aggregate principal amount of the Debentures from $33,710,000 to $20,226,000 (being a reduction of from $1000 par value to $600 par value per Debenture); (c) the increase to the interest rate on the Debenture from 6.50% to 7.00% and a change in the corresponding interest payment dates from January 31 and July 31 to June 30 and December 31 of each year; (d) the reduction to the conversion price for each Common Share to be issued upon the conversion of the Debentures from the existing $0.65 per Common Share to $0.30 per Common Share; (e) the removal of the ability of the Company to pay the redemption price, interest or principal in-kind; and (f) the introduction of certain negative covenants in respect of the Company. In addition, to compensate the Front Street partners for the additional dilution resulting from the amendments to the terms of the Debentures described above, under the terms of the Amended Transaction current Front Street partners will receive an additional 10 million Common Shares (for aggregate total consideration of 134.5 million Common Shares). As a result, the current Front Street partners will own approximately 45.9% and the current Aston Hill shareholders will own approximately 36.4% in the combined company (34.6% and 27.5%, respectively, on a fully diluted basis) after giving effect to the foregoing. In connection with the Amended Transaction, the special meetings of the Shareholders and Debentureholders (collectively, the "Meetings") previously scheduled to be held on November 15, 2016 will be postponed until November 22, 2016 and the proxy cut off will be November 18, 2016. The postponed special meeting of Debentureholders will now be held at the offices of Stikeman Elliott LLP, 5300 Commerce Court West, 199 Bay Street, Toronto, Ontario, Canada at 10:00 a.m. (Toronto time). The postponed special meeting of Shareholders will now be held concurrently on Tuesday, November 22, 2016 at the offices of Stikeman Elliott LLP, 4300 Bankers Hall West, 888 - 3rd Street S.W., Calgary, Alberta, Canada at 9:00 a.m. (Calgary time) and at the offices of Stikeman Elliott LLP, 5300 Commerce Court West, 199 Bay Street, Toronto, Ontario, Canada at 11:00 a.m. (Toronto time). The record date of October 3, 2016 in respect of each of the Meetings will remain the same. Shareholders or Debentureholders who have already voted their Common Shares or Debentures, as applicable, and who do not wish to change their vote need not take any further action to maintain their previously cast vote in respect of the Amended Transaction. This applies regardless of the capacity in which a Shareholder or Debentureholder owns their Common Shares or Debentures, as applicable. Shareholders or Debentureholders who have already voted their Common Shares or Debentures, as applicable, and who wish to change their vote will need to revoke their previously cast vote and submit a new proxy or voting instruction form. Shareholders and Debentureholders are encouraged to vote regardless of how many Common Shares or Debentures they own, as applicable. Shareholders and Debentureholders should follow the instructions on the form or proxy or voting instruction form previously mailed to Shareholders and Debentureholders with the Joint Management Information Circular of the Company dated October 14, 2016 in order to ensure their vote is counted at the Meetings. If you have any questions or require more information with regard to voting your Common Shares or your Debentures please contact the Company at 416-583-2300, toll free in North America at 1-800-513-3868 or by email to firstname.lastname@example.org. The board of directors of Aston Hill, after consultation with its financial and legal advisors, and based on the unanimous recommendation of a Special Committee of the Aston Hill board of directors (the "Special Committee") established to review the transaction with Front Street, has unanimously recommended that holders of Common Shares and Debentures vote in favour of the Amended Transaction. The Special Committee has received a fairness opinion from Scotiabank that, as of the date of such opinion, and subject to the assumptions, limitations and qualifications set forth therein, the consideration payable in respect of the Amended Transaction is fair from a financial point of view to Shareholders. The Special Committee has also received a fairness opinion from MPA Morrison Park Advisors Inc. to the effect that, as of the date of such opinion, and subject to the assumptions, limitations and qualifications set forth therein, the consideration being offered to the Debentureholders pursuant to the Amended Transaction is fair from a financial point of view to holders of Aston Hill's Debentures. The closing of the Transaction is still expected to occur by late November 2016 and remains subject to a number of conditions precedent including the approval of Shareholders and Debentureholders at the Meetings, securities regulatory approval, and satisfaction of other customary closing conditions. The directors and senior officers of Aston Hill and other key shareholders, representing an aggregate of 33% of the Common Shares, have entered into amended and restated voting support agreements as of the date hereof to, among other things, reaffirm their commitment to vote in favour of the Amended Transaction. Aston Hill Financial Inc. is a diversified asset management company with a suite of retail mutual funds, closed end funds, hedge funds and segregated institutional funds. For further information concerning this press release, please contact: Front Street has been providing Canadians with innovative mutual funds for over 10 years, including growth, income and tax-minded portfolios offered as mutual funds, hedge funds, and flow-through limited partnerships. Front Street is focused on providing Canadian investors and advisors with access to a broad range of investments which can fill core and strategic roles in an investor's portfolio. The TSX has neither approved nor disapproved the information contained herein. This news release contains certain "forward-looking statements" within the meaning of such statements under applicable securities law. Forward-looking statements are frequently characterized by words such as "plan", "continue", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements are only predictions. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this news release. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements including: future operating results and funding requirements; the ability to achieve synergies; future general economic and market conditions; and changes in laws and regulations. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. Aston Hill does not undertake to update any forward-looking information contained herein, except as required by applicable securities laws. There are a number of conditions precedent to the completion of the Transaction and there can be no assurance that such conditions precedent will be satisfied and that the Transaction will be completed.
Jiang Z.,Front Street Consulting |
Kim S.J.,Keimyung University |
Plude S.,Milone and MacBroom Inc. |
Christenson R.,University of Connecticut
Smart Materials and Structures | Year: 2013
Magneto-rheological (MR) fluid dampers can be used to reduce the traffic induced vibration in highway bridges and protect critical structural components from fatigue. Experimental verification is needed to verify the applicability of the MR dampers for this purpose. Real-time hybrid simulation (RTHS), where the MR dampers are physically tested and dynamically linked to a numerical model of the highway bridge and truck traffic, provides an efficient and effective means to experimentally examine the efficacy of MR dampers for fatigue protection of highway bridges. In this paper a complex highway bridge model with 263 178 degrees-of-freedom under truck loading is tested using the proposed convolution integral (CI) method of RTHS for a semiactive structural control strategy employing two large-scale 200 kN MR dampers. The formation of RTHS using the CI method is first presented, followed by details of the various components in the RTHS and a description of the implementation of the CI method for this particular test. The experimental results confirm the practicability of the CI method for conducting RTHS of complex systems. © 2013 IOP Publishing Ltd.
Jiang Z.,Front Street Consulting |
Christenson R.E.,University of Connecticut
Smart Materials and Structures | Year: 2012
Control devices can be used to dissipate the energy of a civil structure subjected to dynamic loading, thus reducing structural damage and preventing failure. Semiactive control devices have received significant attention in recent years. The magneto-rheological (MR) fluid damper is a promising type of semiactive device for civil structures due to its mechanical simplicity, inherent stability, high dynamic range, large temperature operating range, robust performance, and low power requirements. The MR damper is intrinsically nonlinear and rate-dependent, both as a function of the displacement across the MR damper and the command current being supplied to the MR damper. As such, to develop control algorithms that take maximum advantage of the unique features of the MR damper, accurate models must be developed to describe its behavior for both displacement and current. In this paper, a new MR damper model that includes a model of the pulse-width modulated (PWM) power amplifier providing current to the damper, a proposed model of the time varying inductance of the large-scale 200kN MR dampers coils and surrounding MR fluid - a dynamic behavior that is not typically modeled - and a hyperbolic tangent model of the controllable force behavior of the MR damper is presented. Validation experimental tests are conducted with two 200kN large-scale MR dampers located at the Smart Structures Technology Laboratory (SSTL) at the University of Illinois at Urbana-Champaign and the Lehigh University Network for Earthquake Engineering Simulation (NEES) facility. Comparison with experimental test results for both prescribed motion and current and real-time hybrid simulation of semiactive control of the MR damper shows that the proposed MR damper model can accurately predict the fully dynamic behavior of the large-scale 200kN MR damper. © 2012 IOP Publishing Ltd.
Butler L.,Front Street Consulting |
Tighe S.,University of Waterloo |
West J.,University of Waterloo
Transportation Research Record | Year: 2013
This paper presents guidelines for using recycled-concrete aggregate (RCA) as a full or partial replacement for natural coarse aggregate in new concrete (RCA concrete). Several international standards and guidelines for the use of RCA in concrete are reviewed and contrasted to identify areas in which further development is required. The main results of an extensive experimental research program by the authors are summarized here to provide a basis for the development of a framework for using RCA in structural concrete. Several RCA performance classes are proposed, each with a specific set of requirements and suitable applications. The proposed performance classes define further requirements and guidance for the use of RCA beyond the requirements of Canadian Standards Association A23.1 and ASTM C33. The authors propose a detailed decision tree to allow engineers, concrete producers, aggregate suppliers, and contractors to assess whether a particular RCA source is suitable for use in reinforced concrete or plain concrete or as fill material.
Peric D.,Kansas State University |
Miletic M.,Kansas State University |
Shah B.R.,Front Street Consulting |
Esmaeily A.,Kansas State University |
Wang H.,Ningxia University
Engineering Structures | Year: 2016
While Cross' method enabled scientifically based structural design of integral bridges (IB) a similar progress in understanding and analyzing the relevant complex soil structure interaction has not been made yet. This hampers a wider adoption of IB systems, whose geo-structural system inherently brings multiple sustainability and performance benefits to transportation infrastructure. To this end, a full 3D finite element model of an existing three-span integral bridge was assembled and subjected to a combined thermal and gravity loads. The bridge superstructure consists of the two sets of concrete piers, two abutments, and fourteen HP steel piles (seven at each abutment), whose strong axis of bending is oriented parallel to the longitudinal direction of the bridge. Upon a successful validation and the verification of the computational model, several loading scenarios simulating different amounts of temperature increase in the presence of different soils adjacent to the abutment were simulated. Further analyses indicated that effects of the compaction level of the soil adjacent to the abutments, and of a magnitude of the thermal load on the substructure are opposite from the effects of these agents on the superstructure. © 2015.
Sear D.A.,University of Southampton |
Bacon S.R.,Front Street Consulting |
Murdock A.,University of Southampton |
Doneghan G.,University of Southampton |
And 3 more authors.
International Journal of Nautical Archaeology | Year: 2011
This paper presents the results of an integrated historical and geophysical survey of a medieval town lost through cliff recession and coastal inundation. Key objectives included evaluating historic maps in supporting the relocation and identification of major buildings, and applying integrated multibeam, side-scan and sub-bottom profiling to determine the location and extent of archaeological remains. The results demonstrate that cartographic sources from 1587 onwards can be a reliable source of data to guide geophysical survey. Integration of historical mapping with geophysical data enabled identification of the remains of two medieval structures, and the tentative identification of two others. © 2010 The Authors © 2010 The Authors. International Journal of Nautical Archaeology © 2010 The Nautical Archaeology Society.
Lloyd-Jones R.,Front Street Consulting
Polar Record | Year: 2011
Earlier research (Lloyd-Jones 2004, 2005) based on Admiralty records in the National Archives (TNA) at Kew revealed much previously undiscovered history of the marines and ratings who sailed with Sir John Franklin on his disastrous 1845 northwest passage expedition. These records, mostly derived from muster and pay books, can often be followed up using other contemporary documents such as parish registers. Now that much more, notably 19th century census information, is available online, further interesting details of many of those men's lives have come to light. Copyright © 2011 Cambridge University Press.
Sarkisian M.P.,Front Street Consulting
Structure and Infrastructure Engineering | Year: 2015
Dr. Khan’s contributions to the design of tall buildings have had a profound impact on the profession. Khan had a unique understanding of forces, materials, behaviour, as well as art, literature and architecture. Long before there was widespread focus on environmental issues, Khan’s designs promoted structural efficiency and minimising the use of materials resulting in the least carbon emission impact on the environment. Khan was interested in the performance of structural systems over an expected life; recognising a building’s life cycle and issues of abnormal loading demands, he developed concepts to apply to severe wind environments as well as early concepts of seismic isolation of structures. These system ideas have led to the development of other concepts which have yielded buildings much taller than those considered by Khan. His ideas have inspired others to expand the possibilities in tall building design, life cycle engineering and the effects of the structures on the environment. © 2015 Taylor & Francis
Sarkisian M.P.,Front Street Consulting |
Mathias N.J.,Front Street Consulting
Structures Congress 2012 - Proceedings of the 2012 Structures Congress | Year: 2012
Skidmore, Owings & Merrill LLP (SOM) has been designing tall and complex buildings in China for close to two decades. The process of design of such buildings in China typically involves a detailed review by a panel of experts at the end of the Design Development phase. These expert panel reviews (EPR) are intended to validate the building designs, particularly when the buildings exceed the prescriptive limits and requirements of the codes. In specific instances, for instances where complex or new connection types are used or a when unique building forms or structural systems are proposed, the reviewing experts recommend that physical testing be performed as part of the approval requirements. Several of SOM's structures have involved testing; of components as well of the entire building structures. The paper presents a summary of the testing performed on several projects as it relates to the validation of the component design and system selection. © ASCE 2012.