BC Discovery Fund was formed in 2002 to make diverse investments in eligible small businesses under the venture capital program initiated by the government of British Columbia. As at November 30, 2020, the Fund held investments in five portfolio companies operating in the areas of mobile, information and clean technology.
In March 2015, the Fund discontinued the sale of shares to new investors.
In June 2017, the shareholders of the Fund voted by a 94% margin to approve special resolutions that converted the manner in which the Fund provides liquidity to investors to a dividend distribution model. The key elements of the dividend distribution model are summarized below:
• The Fund is no longer redeemable, except in the case of: (i) the death of a shareholder; (ii) the death of the annuitant of an RRSP or RRIF account that is a shareholder; or (iii) the death of the original purchaser of an RRSP or RRIF under which the original purchaser of those shares or his spouse or common law partner is the annuitant.
• Notwithstanding the foregoing, holders of Class A Shares who hold their shares coded as DCC400 shares on the FundSERV network can continue to fulfill a redemption at any time, which will be processed through the FundSERV network. The Fund retains sufficient funds to satisfy redemptions of all outstanding DCC400 shares.
On June 24, 2020, the shareholders of the Fund voted by a 97.8% margin to approve the windup of the Fund by way of voluntary liquidation and dissolution of the Fund pursuant to the Business Corporations Act (British Columbia) (the "Windup"). All approvals and orders required to commence with the voluntary liquidation have been received and the Windup commenced on December 1, 2020. The key elements of the Windup plan are summarized as follows:
• The liquidator will wait for and tender the portfolio assets of the Fund into liquidity events for the portfolio companies. Such liquidity events may include an offer to purchase, acquire (by way of merger, plan of arrangement, takeover or any similar business combination transaction) or exchange the securities that comprise the portfolio assets, a going-public transaction or sale of a portfolio company or substantially all of its assets, or a secondary sale of securities representing portfolio assets to a third party.
• If the liquidation process extends beyond two years, the liquidator retains the discretion to accelerate dissolution through a forced sale or distribution in kind of the residual portfolio assets.
• The liquidator may make periodic distributions depending on the results of the foregoing.
Please see the Information Circular of the Fund dated May 22, 2020 (available at www.sedar.com) for complete details of the Windup.
The Windup is being conducted by The Bowra Group, Inc. as the liquidator. The Bowra Group specializes in insolvency and restructuring and services offered include business restructurings, business viability and performance improvement assessments and turnaround management. The Bowra Group is a Licensed Insolvency Trustee and acts formally as Trustee, Monitor, Receiver and Liquidator in engagements across a variety of industries. All future inquiries with respect to the Windup and the Fund should be directed to the Bowra Group as follows:
The Bowra Group Inc.
Suite 430 — 505 Burrard Street,
Vancouver, B.C. V7M 2C1