UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREGIN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of May, 2014
Commission File Number: 001-34760
THE CASH STORE FINANCIAL SERVICES INC.
(Translation of registrant's name into English)
15511-123 Avenue
Edmonton, Alberta, Canada T5V 0C3
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F þ | Form 40-F £ |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o
DISCLAIMER
Cash Store Financial is a Canadian corporation that is not affiliated with Cottonwood Financial Ltd., or the outlets Cottonwood Financial Ltd. operates in the United States under the name “Cash Store.” Cash Store Financial does not do business under the name “Cash Store” in the United States and does not own or provide any consumer lending services in the United States.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
THE CASH STORE FINANCIAL SERVICES INC. | ||
Date: May 20, 2014 | ||
By: | /s/ Craig Warnock | |
Craig Warnock
Chief Financial Officer |
EXHIBIT INDEX
Exhibit | Description of Exhibit | |
99.1 | MCR - April 24, 2014 | |
99.2 | MCR - May 14, 2014 | |
99.3 | MCR - May 16, 2014 |
Exhibit 99.1
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1 | Name and Address of Company |
The Cash Store Financial Services Inc. (“Cash Store Financial” or the “Company”)
15511-123 Avenue
Edmonton, AB
T5V 0C3
Item 2 | Date of Material Change |
April 24, 2014
Item 3 | News Release |
The news release with respect to the material change referred to in this report was disseminated via Canada Newswire on April 24, 2014 and filed on the system for electronic document analysis and retrieval (SEDAR).
Item 4 | Summary of Material Change |
Cash Store Financial to Delist from TSX
Item 5.1 | Full Description of Material Change |
See attached Schedule “A”.
Item 5.2 | Disclosure for Restructuring Transactions |
Not Applicable
Item 6 | Reliance on subsection 7.1(2) or (3) of National Instrument 51-102 |
Not Applicable
Item 7 | Omitted Information |
Not Applicable
Item 8 | Executive Officers |
Gordon Reykdal, CEO, at 780-408-5118 or
Craig Warnock, CFO, at 780-732-5683
Item 9 | Date of Report |
May 20, 2014
SCHEDULE “A”
NEWS RELEASE
April 24, 2014
Cash Store Financial to Delist from TSX
EDMONTON, April 24, 2014 /CNW/ - The Cash Store Financial Services Inc. (“Cash Store Financial” or the “Company”) (TSX: CSF) announced today that its common shares will be delisted from the Toronto Stock Exchange (“TSX”) effective May 23, 2014 for failure by Cash Store Financial to meet the continued listing requirements of the TSX and, specifically, as a result of the Company seeking and obtaining an order from the Ontario Superior Court of Justice (Commercial List) (“Court”) granting creditor protection under the Companies’ Creditors Arrangement Act (“CCAA”) on April 14, 2014. Trading in the Company’s securities will remain suspended pending the delisting of the common shares.
Cash Store Financial remains committed to completing the restructuring process quickly and efficiently. Cash Store Financial is working diligently to obtain additional debtor-in-possession financing and to run a sales process to maximize value for all of the Company’s stakeholders. Additional information on the CCAA proceedings can be found on the website of the Court-appointed Monitor of Cash Store Financial, FTI Consulting Canada Inc.: http://cfcanada.fticonsulting.com/cashstorefinancial/
The Company remains open for business and its branches continue to operate. Daily lending is continuing in all jurisdictions outside of Ontario.
About Cash Store Financial
Cash Store Financial operates 510 branches across Canada under the banners “Cash Store Financial” and “Instaloans”. Cash Store Financial also operates 27 branches in the United Kingdom.
Cash Store Financial and Instaloans primarily act as lenders and brokers to facilitate short-term advances and provide other financial services to income-earning consumers who may not be able to obtain them from traditional banks. Cash Store Financial also provides a private-label debit card (the “Freedom” card) and a prepaid credit card (the “Freedom MasterCard”) as well as other financial services, including bank accounts.
Cash Store Financial is headquartered in Edmonton, Alberta.
Cash Store Financial is a Canadian corporation that is not affiliated with Cottonwood Financial Ltd. or the outlets Cottonwood Financial Ltd. operates in the United States under the name “Cash Store”. Cash Store Financial does not do business under the name “Cash Store” in the United States and does not own or provide any consumer lending services in the United States.
For further information, please contact:
Gordon Reykdal, CEO, at 780-408-5118,
Craig Warnock, CFO, at 780-732-5683, or
Peter Block, NATIONAL Public Relations, 416-848-1431
Forward Looking Statements:
This news release contains certain forward-looking statements about the objectives, strategies, financial conditions, results of operations and businesses of Cash Store Financial. Statements that are not historical facts are forward-looking and are subject to important risks, uncertainties and assumptions. These statements are based on our current expectations about our business, and upon various estimates and assumptions. The results or events predicted in these forward-looking statements may differ materially from actual results or events if known or unknown risks, trends or uncertainties affect our business, or if our estimates or assumptions turn out to be inaccurate. As a result, there is no assurance that the circumstances described in any forward-looking statement will materialize. Significant and reasonably foreseeable factors that could cause our results to differ materially from our current expectations, include, but are not limited to, any decision of the Ontario Superior Court of Justice in the CCAA proceedings that is adverse to Cash Store Financial, the inability of Cash Store Financial to fulfill the conditions to funding under any DIP financing agreement to be entered into by Cash Store, and other factors that could affect Cash Store Financial’s ability to continue its operations during the CCAA proceeding, including the factors that are discussed in the section entitled "Risk Factors" contained in our Annual Information Form for the year ended September 30, 2013 dated December 11, 2013 filed by The Cash Store Financial Services Inc. with the Canadian securities commissions (available on SEDAR at www.sedar.com ), as updated in our most recent Management's Discussion and Analysis for the three months ended December 31, 2013. Unless required by law, we disclaim any intention or obligation to update any forward-looking statement even if new information becomes available, as a result of future events or for any other reason.
Exhibit 99.2
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1 | Name and Address of Company |
The Cash Store Financial Services Inc. (“Cash Store Financial” or the “Company”)
15511-123 Avenue
Edmonton, AB
T5V 0C3
Item 2 | Date of Material Change |
May 14, 2014
Item 3 | News Release |
The news release with respect to the material change referred to in this report was disseminated via Canada Newswire on May 14, 2014 and filed on the system for electronic document analysis and retrieval (SEDAR).
Item 4 | Summary of Material Change |
Cash Store Financial Obtains to Wind Down Brokered Lending Business
Item 5.1 | Full Description of Material Change |
See attached Schedule “A”.
Item 5.2 | Disclosure for Restructuring Transactions |
Not Applicable
Item 6 | Reliance on subsection 7.1(2) or (3) of National Instrument 51-102 |
Not Applicable
Item 7 | Omitted Information |
Not Applicable
Item 8 | Executive Officers |
William Aziz, Chief Restructuring Officer, at baziz@bluetreeadvisors.com
Item 9 | Date of Report |
May 20, 2014
1 |
SCHEDULE “A”
NEWS RELEASE
May 14, 2014
Cash Store Financial to wind down brokered lending business
EDMONTON, May 14, 2014 /CNW/ - The Cash Store Financial Services Inc. (“Cash Store Financial” or the “Company”) (TSX: CSF) announced today that it will be winding down its brokered payday loan business conducted in 33 of its branch locations located in New Brunswick, Prince Edward Island, Newfoundland, Northwest Territories and Yukon. In addition, the Company will be winding down its brokered title loan business conducted in 10 of its branch locations across Canada. The Company will also be seeking to transition its brokered loan business model in Manitoba to a direct lending payday loan business model. Cash Store Financial received an order of the Ontario Superior Court of Justice (Commercial List) (“Court”) on May 13, 2014 in the Company’s proceedings under the Companies’ Creditors Arrangement Act (“CCAA”) approving the decision to wind down the brokered lending business.
Cash Store Financial further announced today that it has abandoned its appeal of the previously announced decision of the Court which declared the basic line of credit that the Company made available in Ontario to be a payday loan subject to the Ontario Payday Loans Act, 2008 (“Act”) and which prohibited the Company from acting as a loan broker without a license under the Act.
Cash Store Financial is committed to completing the restructuring process quickly and efficiently. The Company remains open for business and its branches continue to operate. For further information on Cash Store Financial and the CCAA proceedings, please consult the website of FTI Consulting Canada Inc., the Court-appointed Monitor of Cash Store Financial, at http://cfcanada.fticonsulting.com/cashstorefinancial/.
About Cash Store Financial
Cash Store Financial operates 506 branches across Canada under the banners “Cash Store Financial” and “Instaloans”. Cash Store Financial also operates 27 branches in the United Kingdom.
Cash Store Financial and Instaloans primarily act as lenders to facilitate short-term advances and provide other financial services to income-earning consumers who may not be able to obtain them from traditional banks. Cash Store Financial also provides a private-label debit card (the “Freedom” card) and a prepaid credit card (the “Freedom MasterCard”) as well as other financial services, including bank accounts.
Cash Store Financial is headquartered in Edmonton, Alberta.
Cash Store Financial is a Canadian corporation that is not affiliated with Cottonwood Financial Ltd. or the outlets Cottonwood Financial Ltd. operates in the United States under the name “Cash Store”. Cash Store Financial does not do business under the name “Cash Store” in the United States and does not own or provide any consumer lending services in the United States.
For further information, please contact:
William Aziz, Chief Restructuring Officer, at baziz@bluetreeadvisors.com
Forward Looking Statements:
This news release contains certain forward-looking statements about the objectives, strategies, financial conditions, results of operations and businesses of Cash Store Financial. Statements that are not historical facts are forward-looking and are subject to important risks, uncertainties and assumptions. These statements are based on our current expectations about our business, and upon various estimates and assumptions. The results or events predicted in these forward-looking statements may differ materially from actual results or events if known or unknown risks, trends or uncertainties affect our business, or if our estimates or assumptions turn out to be inaccurate. As a result, there is no assurance that the circumstances described in any forward-looking statement will materialize. Significant and reasonably foreseeable factors that could cause our results to differ materially from our current expectations, include, but are not limited to, any decision of the Ontario Superior Court of Justice in the CCAA proceedings that is adverse to Cash Store Financial, the inability of Cash Store Financial to fulfill the conditions to funding under any DIP financing agreement to be entered into by Cash Store, and other factors that could affect Cash Store Financial’s ability to continue its operations during the CCAA proceeding, including the factors that are discussed in the section entitled "Risk Factors" contained in our Annual Information Form for the year ended September 30, 2013 dated December 11, 2013 filed by The Cash Store Financial Services Inc. with the Canadian securities commissions (available on SEDAR at www.sedar.com ), as updated in our most recent Management's Discussion and Analysis for the three months ended December 31, 2013. Unless required by law, we disclaim any intention or obligation to update any forward-looking statement even if new information becomes available, as a result of future events or for any other reason.
Exhibit 99.3
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1 | Name and Address of Company |
The Cash Store Financial Services Inc. (“Cash Store Financial” or the “Company”)
15511-123 Avenue
Edmonton, AB
T5V 0C3
Item 2 | Date of Material Change |
May 16, 2014
Item 3 | News Release |
The news release with respect to the material change referred to in this report was disseminated via Canada Newswire on May 16, 2014 and filed on the system for electronic document analysis and retrieval (SEDAR).
Item 4 | Summary of Material Change |
Cash Store Financial Default Announcement Pursuant to National Policy 12-203
Item 5.1 | Full Description of Material Change |
See attached Schedule “A”.
Item 5.2 | Disclosure for Restructuring Transactions |
Not Applicable
Item 6 | Reliance on subsection 7.1(2) or (3) of National Instrument 51-102 |
Not Applicable
Item 7 | Omitted Information |
Not Applicable
Item 8 | Executive Officers |
William Aziz, Chief Restructuring Officer, at baziz@bluetreeadvisors.com
Item 9 | Date of Report |
May 20, 2014
1 |
SCHEDULE “A”
NEWS RELEASE
May 16, 2014
Cash Store Financial Default Announcement Pursuant to National Policy 12-203
EDMONTON, May 16, 2014 /CNW/ - The Cash Store Financial Services Inc. (“Cash Store Financial” or the “Company”) (TSX: CSF) announced today that it was not able to file an interim financial report and interim management’s discussion and analysis for the period ended March 31, 2014, together with the related certification of filings (collectively, the “Continuous Disclosure Documents”) by May 15, 2014, the deadline prescribed by securities legislation.
Cash Store Financial’s inability to file these materials is attributable to the circumstances of the Company’s ongoing court-supervised restructuring process under the Companies’ Creditors Arrangement Act (the “CCAA”). In particular, the expense and effort involved in complying with the quarterly reporting requirements cannot, in the opinion of the Company, be justified in light of the Company’s current operational and financial situation. Cash Store Financial intends to file the Continuous Disclosure Documents as soon as is commercial reasonable, or as required by the Court.
Under the CCAA proceedings, FTI Consulting Canada Inc. was appointed by the Court as Monitor. Since the CCAA proceedings commenced, in compliance with the CCAA and the order of the Court in the CCAA proceedings, Cash Store Financial has provided the Monitor will full access to its accounting records. The Monitor has filed with the Court periodic reports which have included Cash Store Financial’s cash flow projections and other financial information concerning the Company. The Company anticipates that the Monitor will continue to file reports with the Court (and post them on its website) updating relevant financial information concerning the Company. The Monitor’s reports and Court records are available online on its website at: http://cfcanada.fticonsulting.com/cashstorefinancial/.
Cash Store Financial intends to comply with the alternative information guidelines as set out in National Policy 12-203 Cease Trade Orders for Continuous Disclosure Defaults throughout the default period. In that regard, Cash Store Financial will issue default status reports in the form of news releases that include information relating to material changes in the information contained in this news release and material information concerning Cash Store Financial’s affairs that has not been generally disclosed. Cash Store Financial also intends to file with the applicable securities regulatory authorities throughout the default period the same information it provides to its creditors when the information is provided to its creditors (other than confidential material if disclosure of that information would be unduly detrimental to the interests of Cash Store Financial) and in the same manner as it would file a material change report under Part 7 of National Instrument 51-102 Continuous Disclosure Requirements.
About Cash Store Financial
Cash Store Financial operates 506 branches across Canada under the banners “Cash Store Financial” and “Instaloans”. Cash Store Financial also operates 27 branches in the United Kingdom.
Cash Store Financial and Instaloans primarily act as lenders to facilitate short-term advances and provide other financial services to income-earning consumers who may not be able to obtain them from traditional banks. Cash Store Financial also provides a private-label debit card (the “Freedom” card) and a prepaid credit card (the “Freedom MasterCard”) as well as other financial services, including bank accounts.
Cash Store Financial is headquartered in Edmonton, Alberta.
Cash Store Financial is a Canadian corporation that is not affiliated with Cottonwood Financial Ltd. or the outlets Cottonwood Financial Ltd. operates in the United States under the name “Cash Store”. Cash Store Financial does not do business under the name “Cash Store” in the United States and does not own or provide any consumer lending services in the United States.
For further information, please contact:
William Aziz, Chief Restructuring Officer, at baziz@bluetreeadvisors.com
Forward Looking Statements:
This news release contains certain forward-looking statements about the objectives, strategies, financial conditions, results of operations and businesses of Cash Store Financial. Statements that are not historical facts are forward-looking and are subject to important risks, uncertainties and assumptions. These statements are based on our current expectations about our business, and upon various estimates and assumptions. The results or events predicted in these forward-looking statements may differ materially from actual results or events if known or unknown risks, trends or uncertainties affect our business, or if our estimates or assumptions turn out to be inaccurate. As a result, there is no assurance that the circumstances described in any forward-looking statement will materialize. Significant and reasonably foreseeable factors that could cause our results to differ materially from our current expectations, include, but are not limited to, any decision of the Ontario Superior Court of Justice in the CCAA proceedings that is adverse to Cash Store Financial, the inability of Cash Store Financial to fulfill the conditions to funding under any DIP financing agreement to be entered into by Cash Store, Cash Store Financial’s ability to secure sufficient resources to prepare the Continuous Disclosure Documents, and other factors that could affect Cash Store Financial’s ability to continue its operations during the CCAA proceeding, including the factors that are discussed in the section entitled "Risk Factors" contained in our Annual Information Form for the year ended September 30, 2013 dated December 11, 2013 filed by The Cash Store Financial Services Inc. with the Canadian securities commissions (available on SEDAR at www.sedar.com ), as updated in our most recent Management's Discussion and Analysis for the three months ended December 31, 2013. Unless required by law, we disclaim any intention or obligation to update any forward-looking statement even if new information becomes available, as a result of future events or for any other reason.