Working Opportunity Fund Gives Update on Portfolio Developments and Extends
Closure of Venture Series Sales and Redemptions until May 31,
VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 04/24/13 -- Working
Opportunity Fund (EVCC) Ltd. (the "Fund") is pleased to report that
CA Technologies has announced it has signed a definitive agreement to
acquire Layer 7 Technologies Inc. ("Layer 7"), a leading provider of
Application Programming Interface (API) management and security. The
Fund also reports the extension of the closure of Venture Series
sales and redemptions until May 31, 2013 to allow time for the Layer
7 sale transaction to conclude.
The Layer 7 sale transaction was referred to as one of the Portfolio
Developments reported in November and December 2012 news releases
issued by the Fund. Layer 7 represents the largest portfolio position
of the Fund's Venture Series. The Commercialization Series also has a
position in Layer 7 and will participate in this exit. The Fund first
invested in 2003 when Layer 7 had just seven employees and zero
revenue. Today the company employs approximately 165 employees and
has customers around the world. The Fund led the first institutional
round of financing with participation from partner BDC Venture
Capital and Shoreline Ventures.
The Fund believes that the Layer 7 transaction, together with the
other Portfolio Development reported in November and December 2012,
could result in an increase, in aggregate, of approximately 20% in
the Fund's Venture Series share values. A portion of this increase
has already been recognized in valuation adjustments made to date.
Based on the proposed terms of the transaction, a further gain would
be recognized upon closing of the transaction.
The closing of the Layer 7 transaction is unlikely to complete before
April 30, 2013. Given the potential impact of the transaction on the
Fund's liquidity and net asset value, the Board of Directors of the
Fund has determined that it is in the best interests of the Fund's
shareholders to extend the closure of sales and redemptions of
Venture Series shares to allow time for the Layer 7 transaction to
close. It is expected that redemptions will be closed until May 31,
2013, as permitted under the Fund's Articles, although the Board may
elect to extend the closure or resume sales and redemptions at an
earlier date if the transaction closes prior to May 31, 2013.
The Fund continues to experience significant liquidity pressure due
to constrained exit markets and a challenging capital raising
climate. Extending the closure of Venture Series sales and
redemptions in December 2012 allowed further time for negotiations
surrounding the Layer 7 transaction to progress, which was considered
prudent given the potential impact of the transaction on Venture
Series share values and the liquidity pressure affecting the Fund.
These same factors continue to inform the Board's decision on the
extension of the closure of the Venture Series sales and redemptions
to May 31, 2013.
With the extension of the closure of Venture Series share sales,
shareholders with switch rights still may not switch one series of
Venture Series shares for another. The extension of the closure
affects only new purchases, switches and redemptions of the Fund's
Venture Series shares and does not affect the Fund's
The Board of Directors of the Fund believes the extension of the
closure of sales and redemptions of Venture Series shares is in the
best interests of all shareholders given the range of possible
outcomes that may flow from the Layer 7 transaction and related
impact on the Fund's Venture Series share values and liquidity. Cindy
Stewart, a Director of the Fund, commented, "We are excited by this
announcement by CA to acquire Layer 7 and believe that it is prudent
to extend the closure of sales and redemptions of Venture Series
shares at this time to allow time for the potential sale transaction
to close. We are pleased to see confirmation that the Fund's
portfolio companies, such as Layer 7, represent world-class
opportunities which continue to highlight British Columbia's
reputation as a technology centre. Investments such as Layer 7 which
result in successful exit opportunities show the value of patient
venture capital investing, for both the economy and venture capital
While definitive agreements related to the Layer 7 transaction have
now been signed, there can be no assurance that the transaction will
complete on the terms proposed or at all, nor can there be any
assurance as to the impact of the transaction, if completed, on the
Fund's Venture Series share values or liquidity. Other developments
in the Fund's investment portfolio could impact Venture Series share
values. There can also be no assurance that the Fund will resume
weekly Venture Series share sales or redemptions. These outcomes are
subject to risks and uncertainties. See "Forward Looking Statements"
About GrowthWorks(i) (www.growthworks.ca) GrowthWorks(TM) managed
funds provide investment capital for Canadian companies and
tax-advantaged investment opportunities for Canadian investors
through the Working Opportunity Fund (EVCC) Ltd., GrowthWorks
Atlantic Venture Fund Ltd., GrowthWorks Commercialization Fund Ltd.
and GrowthWorks Canadian Fund Ltd. GrowthWorks identifies, analyzes
and structures investments in companies with high growth potential.
Particular emphasis is placed on IT, Life Sciences and Cleantech
sectors. Building on more than 20 years of investment expertise,
GrowthWorks is a leader in Canadian venture capital management.
GrowthWorks is a registered trademark of GrowthWorks Capital Ltd.
Forward Looking Statements: This press release contains forward
looking statements about the Layer 7 transaction and the impact of
the transaction on Venture Series share values and the Fund's
liquidity and the possible resumption of the Venture Series share
redemptions and sales. These statements are based on beliefs and
assumptions of management of the Fund at the time the statements are
made, including beliefs and assumptions about the likelihood of the
Layer 7 transaction closing, future market conditions and future
levels of divestment activity and Venture Series redemption requests.
These beliefs and assumptions are subject to known and unknown risks
and uncertainties, including risks and uncertainties associated with
volatility of market conditions and, in turn, the climate for
divestment activity, factors affecting sales of portfolio companies,
other factors affecting the performance of portfolio companies,
valuations of portfolio companies, financing needs of portfolio
companies and the availability of capital to satisfy such financing
needs and other risks and uncertainties disclosed in the Fund's most
recently filed prospectus and other regulatory filings posted on
SEDAR at www.sedar.com. These risks and uncertainties may cause
actual results, events or developments to be materially different
from those expressed or implied by such forward-looking statements.
Unless required by law, neither the Fund nor its manager assumes any
obligation to update any forward-looking statements or to reflect the
occurrence of unanticipated events, whether as a result of new
information, future events or results or other factors.
(i)GrowthWorks refers to GrowthWorks Ltd. and: GrowthWorks Capital
Ltd., manager of the Working Opportunity Fund (EVCC) Ltd.;
GrowthWorks WV Management Ltd., manager of GrowthWorks Canadian Fund
Ltd. and GrowthWorks Commercialization Fund Ltd.; and GrowthWorks
Atlantic Ltd., manager of GrowthWorks Atlantic Venture Fund Ltd.
Commissions, trailing commissions, management fees and expenses all
may be associated with investment fund purchases. Please read the
Fund's prospectus before investing. Investment funds are not
guaranteed, their values change frequently and past performance may
not be repeated. Dividends on Commercialization Series shares are not
GrowthWorks Capital Ltd.
President & CEO
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