Strategic Investors agree to purchase additional Common Shares to maintain 19.99% ownership
/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES./
REGINA, Sept. 17, 2013 /CNW/ - Input Capital Corp. ("Input" or the "Company") (TSX Venture Exchange: INP) announced today that in connection with the previously announced amendment to the bought deal public offering (the "Public Offering") of Class A common voting shares of Input ("Common Shares"), two wholly-owned subsidiaries of Catlin Group Limited (the "Strategic Investors") have exercised their right under the investment agreement with Input dated September 16, 2013 (the "Investment Agreement") to increase the number of Common Shares to be purchased by the Strategic Investors (the "Private Placement") by 918,383 Common Shares. The Strategic Investors will now purchase an aggregate of 11,799,633 Common Shares under the Private Placement at a price of C$1.60 per Common Share for an aggregate purchase price of C$18,879,412.80, subject to the terms and conditions of the Investment Agreement. The additional Common Shares will allow the Strategic Investors to maintain an equity stake of approximately 19.99% of the issued and outstanding Common Shares at the closing of the Public Offering. The Strategic Investors may purchase additional Common Shares under the Private Placement if the over-allotment option under the Public Offering is exercised by the underwriters in order to maintain a 19.99% equity stake.
The aggregate gross proceeds of the Public Offering and the Private Placement will be C$37,509,900.80. If the over-allotment option is exercised in full by the underwriters pursuant to the Public Offering and as a result the Strategic Investors exercise the option to purchase additional Common Shares under the Private Placement, the aggregate gross proceeds of the Public Offering and the Private Placement will be C$41,002,779.20.
ANY SECURITIES REFERRED TO HEREIN WILL NOT BE REGISTERED UNDER THE US. SECURITIES ACT OF 1933 (THE "1933 ACT") AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO A U.S. PERSON IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Forward Looking Statements
This release includes forward-looking statements regarding Input and its business. Such statements are based on the current expectations and views of future events of Input's management. In some cases the forward-looking statements can be identified by words or phrases such as "may", "will", "expect", "plan", "anticipate", "intend", "potential", "estimate", "believe" or the negative of these terms, or other similar expressions intended to identify forward-looking statements. The forward-looking events and circumstances discussed in this release may not occur and could differ materially as a result of the failure to complete the Public Offering and/or the Private Placement Offering, known and unknown risk factors and uncertainties affecting Input, including risks regarding the agricultural industry, economic factors and the equity markets generally and many other factors beyond the control of Input. No forward-looking statement can be guaranteed. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statement or information. Accordingly, readers should not place undue reliance on any forward-looking statements or information. Forward-looking statements speak only as of the date on which they are made and Input undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by applicable securities laws.
SOURCE Input Capital Corp.For further information:
Chairman, President and Chief Executive Officer