Enhance Skin Products Inc. Announces Settlement of its dispute with Integumen Inc. and its proposal to complete its plan of reorganisation, liquidation and dissolution
Reno, Nevada., May 22, 2019 (GLOBE NEWSWIRE) -- Enhance Skin Products Inc., (OTCBB: EHSK) is pleased to make the following announcement:
Settlement of Dispute with Integumen
Further to its announcement of September 18, 2018 the Enhance Skin Products Inc. (the “Company” or “Enhance”) is pleased to report that it has reached settlement of its legal dispute with Integumen Inc.
On December 2, 2016, the Company, Integumen Inc., Integumen plc , Donald Nicholson and Samuel Asculai completed on the Asset Purchase Agreement (the “APA”) executed on October 1, 2016. Pursuant to the APA, the Company sold to Integumen Inc. substantially all of its assets and certain of its liabilities under a under a plan of reorganization, liquidation and dissolution (the “Plan”).
The Company initially currently holds 29,488,144 fully paid ordinary shares of one pence each of Integumen plc representing 3.1% of the issued and outstanding shares (“Integumen Shares”).
Pursuant to the terms of the APA, Integumen, Inc. assumed certain liabilities of Enhance ("Assumed Liabilities") and Integumen plc guaranteed to Enhance the due and punctual performance, observance and discharge by Integumen Inc. of all of Integumen Inc.'s obligations under the APA.
On April 11, 2019, Integumen plc and Integumen Inc. entered into a debt settlement and release agreement (the "Settlement Agreement") with Enhance, Donald Nicholson, Dr Samuel S. Asculai and Drasko Puseljic (the “Releasing Parties”) which completed on May 10, 2019.
Under the terms of the Settlement Agreement, the Releasing Parties have agreed, in full and final satisfaction of the Assumed Liabilities and certain other liabilities owed to the Releasing Parties under the terms of the APA, to accept from Integumen plc (as guarantor of Integumen Inc.'s obligations):
- a total cash sum of £198,595 ($252,890), of which £66,800 ($85,065) was paid to Enhance and £131,795 ($167,825) was paid direct to other former creditors of Enhance in respect of the Assumed Liabilities;
- the issue and allotment of 19,708,858 new Ordinary Shares in satisfaction of a further £275,924 ($351,362) owed to Enhance and other former creditors of Enhance in respect of the Assumed Liabilities, of which 8,439,072 new Ordinary Shares were issued to Enhance and 11,269,786 new Ordinary Shares were issued direct to the other creditors; and
- the transfer of the entire issued share capital of Visible Youth Limited from Integumen to Enhance. Visible Youth Limited is a non-trading holding company and is the parent company of 100 per cent owned subsidiaries Integumen Inc. and Visible Youth Ireland.
Integumen has given certain warranties and undertakings to Enhance in relation to the Visible Youth Group.
The Releasing Parties and other former creditors agreed to the write-off of an aggregate of existing claims made of around £250,000 ($318,350) and, in addition, a further circa £245,000 ($311,983) of estimated future contractual liabilities.
Plan of Reorganization, Liquidation and Dissolution
Since the sale, the Company, acting as manager and trustee, has not engaged in any business activities except to the extent necessary to preserve the value of its assets, transfer its assets and knowhow. In consequence of the Settlement Agreement, Enhance intends to wind up its business affairs and give effect to the dissolution of the Company in accordance with its previously disclosed Plan.
Consequently the Company will close its stock transfer books and discontinue recording transfers of shares of stock of the Company on June 7, 2019 (the “Record Date”) and thereafter certificates representing shares of stock of the Company will not be assignable or transferable on the books of the Company except by will, intestate succession, or operation of law.
Following the Record Date the Company will:
- distribute the Integumen shares to Enhance shareholders as of the Record Date via an exchange of the Company’s shares for Integumen shares in accordance with the Plan at the ratio of 0.08553165 Integumen Shares for each Enhance share based on Enhance’s current issued shares of 344,762,928; and
- distribute the shares in Visible Youth Limited to Enhance shareholders as of the Record Date based on the same ratio currently held by each shareholder in Enhance shares.
Enhance intends to enter into an agreement with Visible Youth Limited to assume from the date of liquidation any remaining liabilities from Enhance in exchange for any remaining assets of Enhance.
The distributions on liquidation is expected to take place on or before June 28, 2019.
*The UK Pound Sterling (£) amounts have been converted into US dollars at the actual US$/£ sterling exchange rate on May 10, 2019 of 1.2734 for the convenience of readers.
Donald Nicholson, Enhance’s President & CEO stated that “we are pleased to have reached a settlement with Integumen and to have the return of the Visible Youth assets to Enhance shareholders including its sizable patent and trademark portfolio. Following the distribution of Visible Youth Limited under the Plan the Board of Directors and management of Visible Youth Limited intend to seek a marketing and collaboration partner to commercialise Visible Youth.”
For your information:
Enhance Skin Products Inc.
50 West Liberty Street,
Suite 880,
Reno, Nevada 89501
Tel: 416-306-2493
