TORONTO, ONTARIO--(Marketwire - Feb. 1, 2008) - Duntroon Energy Ltd. ("Duntroon") announces that it has entered into a letter of intent with Brompton Group Limited ("BGL") and Newport Partners Holdings LP ("NPH") to, among other things, acquire Brompton Funds LP ("BFLP"). BFLP is a limited partnership which owns Brompton's investment funds management business which manages assets currently totalling $2.5 billion. BFLP is owned 55% by BGL and 45% by NPH, which in turn is wholly owned by Newport Partners Income Fund (TSX: NPF.UN).
Under the terms of a letter of intent, Duntroon will issue 1,428,333 Class A shares, a new class of shares to be formed for the transaction, and 500,000 voting common shares as consideration for the acquisition. Each Class A share will be entitled to one vote and will have an economic interest equal to 100 times that of Duntroon's voting common shares. Duntroon will also issue promissory notes for an amount equal to the net distributable income of BFLP from January 1, 2008 to the closing date.
Following the transaction, the Brompton business will be carried on by Duntroon (which will change its name to "Brompton Corp.") on substantially the same basis as it is currently carried on by BFLP with the same management team, directors and independent review committee. Duntroon will provide a tax-efficient platform for possible expansion of the Brompton business, both by acquisition of other financial services businesses and by the growth of the existing Brompton funds management business.
After completion of the transaction, BGL and NPH will hold an approximate 51% and 42% economic interest in Duntroon respectively and will thereby continue to participate in the earnings of the Brompton business.
The transaction is subject to a number of conditions, including the negotiation of a definitive agreement and the approval by the shareholders of Duntroon (excluding Brompton Financial Limited which is considered to be an interested party because it owns 45% of the voting shares of Duntroon) at a meeting of shareholders to be held on March 31, 2008 (the "Shareholder Meeting"). An information circular containing detailed information in respect of the transaction will be mailed to shareholders of Duntroon in early March 2008. Closing is expected to take place as soon as all regulatory requirements are met following the Shareholder Meeting.