Difference Capital pulls out of Benev Capital investment

Canadian specialty finance firm Difference Capital Financial recently agreed to sell more than 11 million shares of portfolio company Benev Capital Inc (TSX-V: BEV). Gross proceeds of the disposition were estimated at about $22 million. According to a report by The Financial Post, Difference Capital has since sold its entire holdings in the company. Over the past few weeks, the firm and Benev have publicly feuded over board representation and Benev’s plan to buy royalties from Franworks Franchise Corp for $103 million. Difference Capital also recently announced changes to its board of directors and an internal reorganization.


Difference Capital Announces Changes to its Board of Directors, Manager Update and Disposition of BENEV Investment

TORONTO, ONTARIO – (July 17, 2014) – Difference Capital Financial Inc. (“DCF” or the “Corporation”) (TSX:DCF)(TSX:DCF.DB) today announced that effective immediately, Wes Hall, Ivan Fecan, and Paul Sparkes have resigned from the Corporation’s Board of Directors. The Board thanks Messrs. Hall, Fecan and Sparkes for their service to DCF and wishes them the best in their future endeavours.

Henry Kneis, Chief Financial Officer of DCF, has been appointed to the Board. Michael Wekerle has assumed responsibilities as Chairman of the Board, and John Albright will serve as the Corporation’s lead independent director. The Board now consists of three independent directors and two management directors.

DCF has been informed by the manager of DCF, Difference Capital Management Inc. (“DCM”) that it is engaged in an internal reorganization and review process (the “Process”). The Process will likely result in personnel changes, and will involve a rigorous portfolio review led by Tom Astle, Head of Investment Strategy of DCM, and Tom Liston, Managing Partner of DCM, designed to refocus and streamline the Corporation’s investment strategy and decision making. DCF has been assured by DCM that DCM does not expect that the Process will adversely affect the day-to-day management of the Corporation or its investments.

Additionally, DCF has entered into a definitive agreement to sell the Corporation’s 11,027,900 shares of BENEV Capital Inc. at a set price, subject to certain conditions, upon the expiry of certain timeframes imposed by applicable securities law for gross proceeds of approximately $22 million.

About Difference Capital Financial Inc.

Difference Capital Financial Inc. invests in and advises growth companies. We leverage our capital market expertise to help unlock the value in technology, media and healthcare companies as they approach important milestones in their business lifecycle. Difference Capital Financial Inc. is traded under the Toronto Stock Exchange under the symbol “DCF”.

Cautionary Notes

This press release contains forward-looking statements regarding the potential results and impact of the Process and the disposition of the shares of BENEV Capital Inc. held by the Corporation. Words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “estimates”, or similar expressions, are forward-looking statements within the meaning of securities laws. Forward-looking statements include, without limitation, the information concerning possible or assumed future results of operations of the Corporation. These statements are not historical facts but instead represent only management’s and the board’s expectations regarding future events. These statements are not guarantees of future events and involve known and unknown risks, assumptions, uncertainties, and other factors that may cause actual results or events to differ materially from what is expressed, implied or forecasted in such forward-looking statements. In addition to the factors the Corporation currently believes to be material such as, but not limited to, general, economic and business conditions and opportunities available to or pursued by the Corporation, not currently viewed as material could cause actual results to differ materially from those described in the forward-looking statements. Although the Corporation has attempted to identify important risks and factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors and risks that cause actions, events or results not to be anticipated, estimated or intended. Accordingly, shareholders should not place any undue reliance on forward-looking statements as such information may not be appropriate for other purposes. The Corporation does not undertake any obligation to update or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this press release except as required by applicable law.

Contact Information

Difference Capital Financial Inc.

Henry Kneis

Chief Financial Officer

416 649 5090


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