Highview is a private corporation incorporated under the federal laws of Canada and is the parent company to Highview Asset Management Ltd. and Highview Wealth Practices Inc., each of which are also federally incorporated.
Highview is one of Canada's leading outsourced Chief Investment Officer (CIO) firms managing the private wealth of affluent families, the pension and investable assets of their businesses, and the foundations & endowments which they support. While the outsourced CIO industry in the United States & Europe is extremely well-established, Canada is in the early stages of growth in this important new niche segment in the Canadian asset management industry. With approximately $800 Million of client assets under its care (AUM & AUA), Highview services its clients directly and in partnership with its professional advisors. Highview is objective and transparent in architecting financial portfolios for its clients and does not engage in any related investment management businesses. Highview is only compensated through client fees for objective and experienced advice and research. Highview's client's assets are always segregated and held by third-party respected institutions.
Highview Asset Management Ltd. is licensed as a Portfolio Manager in the Provinces of Ontario and Alberta.
Highview is controlled by Gary Brent and Mark Barnicutt, each of whom are Ontario residents. Mr. Brent and Mr Barnicutt hold, directly and indirectly, approximately 70% of issued and outstanding shares of Highview.
The LaSalle Acquisition together with the Highview Acquisition is intended to constitute a reactivation transaction (the "Reactivation Transaction") of NorRock to enable it to list on the Exchange. The Reactivation Transaction will constitute a reverse takeover transaction ("RTO") as defined in Policy 5.2 of the Corporate Finance Manual of the Exchange.
Following closing of the Reactivation Transaction, it is NorRock's intention to change its business focus from being a secured lender in the commercial real estate industry to carrying on business as a merchant bank focused on creating value for shareholders by making investments in undervalued assets in various industry sectors. The initial investments and the first two transactions undertaken by NorRock will be the assets acquired pursuant to the LaSalle Acquisition and the Highview Acquisition.
NorRock will focus on investments in small- and middle-capitalization public and private companies, with emphasis on real estate, infrastructure and financial services sectors in North America. NorRock will seek to generate income primarily from its lending activities, while taking advantage of additional upside through equity participation in the companies which it finances.
Norrock intends to enter into a new management agreement with its current manager, NorRock Asset Management Ltd., to reflect the fact that upon closing of the Reactivation Transaction, Norrock will be a merchant bank and no longer an investment fund.
The Reactivation Transaction
Subject to regulatory approval:
1. NorRock will acquire the LaSalle Property (including the assumption of existing debt financing obligations of IGW Industrial related to the LaSalle Property) for an estimated purchase price of $17 million on the terms as previously disclosed.2. NorRock has assessed a value of $6 million to Highview. As Highview's strategic capital partner NorRock will be providing a combination of debt and equity capital, totaling approximately $3,500,000, to fund the long-term growth of Highview (which growth is anticipated to be derived both organically and through select acquisitions over the coming years). The current promissory note in the amount of $1,000,000, (the "Highview Note") owed by Highview to Green Tree Acquisition Corp. ("GTAC"), shall be amended, to the satisfaction of NorRock, to include an additional $550,000, to be used as working capital, as part of the overall investment in Highview. The Highview Note, as amended, is included in the aforementioned amount of funds to be advanced and shall be secured by a general security agreement(s) over all the assets of Highview and its subsidiaries and a pledge of shares of such subsidiaries (the "Security Interests") with standard anti-dilution provisions. The Highview Note and accompanying Security Interests shall be transferred from GTAC to NorRock in exchange for Class A Shares of NorRock. The Class A Shares shall be issued at a deemed issuance price of $0.25 per share, being 6,200,000 Class A Shares assuming the principal amount of the Highview Note being $1,550,000. The existing shareholders of Highview shall enter into a new shareholders' agreement with NorRock on terms satisfactory to NorRock. As part of the strategic investment in Highview, upon closing of the Highview Acquisition, NorRock will acquire the Highview Shares and shall cause Highview to implement a management equity incentive plan which will allow management, over the next few years, to earn up to an additional 15% of the issued and outstanding shares of Highview.