Regal Lifestyle Communities Inc. announces completion of its previously announced public offering of $25MM of convertible debentures and $12.5MM private placement of common shares
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TORONTO, Oct. 2, 2013 /CNW/ - Regal Lifestyle Communities Inc. ("Regal" or the "Company") (TSX: RLC) announced today that it has completed its previously announced public offering with a syndicate of underwriters, co-led by CIBC and TD Securities, on a bought deal basis (the "Debenture Offering"), of $25 million aggregate principal amount of 6.00% convertible unsecured subordinated debentures due December 31, 2018 (the "Debentures"). The Debentures are convertible at the option of the holder, into common shares of the Company at a price of $9.75 per common share.
Concurrently with the closing of the Debenture Offering, the Company completed the private placement of approximately 1.76 million common shares to a corporation controlled by Moray Tawse, a director and shareholder of Regal, at a price of $7.10 per common share for total proceeds of approximately $12.5 million (the "Concurrent Private Placement"). Mr. Tawse now holds, directly or indirectly, approximately 12% of the issued and outstanding common shares of the Company.
The aggregate net proceeds from the Debenture Offering and the Concurrent Private Placement will be used by the Company to partially fund the acquisition of four retirement homes located in Southern Ontario (collectively, the "Portfolio") from Community Lifecare Inc. and certain of its affiliates and for general corporate purposes. The Company expects to complete the acquisition of the Portfolio on or about October 9, 2013. If the acquisition of the Portfolio is not completed, the aggregate net proceeds from the Debenture Offering and Concurrent Private Placement will be used by the Company to fund future acquisitions and for general corporate purposes.
Copies of the Company's short form prospectus are available on SEDAR at www.sedar.com
The Debentures and the common shares of the Company have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, "U.S. persons" (as defined in Regulation S under the United States Securities Act of 1933, as amended), except pursuant to an exemption from the registration requirements of the 1933 Act. This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the Debentures and/or common shares in the United States or to, or for the account or benefit of, U.S. Persons.
About Regal Lifestyle Communities Inc.
Regal Lifestyle Communities Inc. is a corporation incorporated under the laws of the Province of Ontario which currently owns a portfolio of ten income-producing retirement communities offering a continuum of care, from independent serviced living to a full range of assisted living programs. The ten "current generation" retirement communities comprise over 1,400 suites, primarily located in the Province of Ontario and including a property located in each of the Provinces of Saskatchewan and Newfoundland and Labrador.
Forward Looking Information
Certain information in this press release may constitute forward-looking statements that involve a number of risks and uncertainties, including statements with respect to the Company and its operations, strategy, financial performance and financial condition, as well as with respect to the closing of the acquisition of the Portfolio. Forward-looking statements use the words "believe", "expect", "anticipate", "may", "should", "intend", "estimate" and other similar terms, which do not relate to historical matters. Such forward-looking statements involve known and unknown risks and uncertainties and other factors that may cause the actual results to differ materially from those indicated. Such factors include, but are not limited to, general economic conditions and the failure to receive any required approvals or consents in connection with the acquisition of the Portfolio or the failure to satisfy or waive any other condition to the acquisition of the Portfolio. Also see the risk factors identified in the public filings of the Company available on www.sedar.com. The Company believes that the expectations reflected in its forward-looking statements are based on reasonable assumptions; however, the Company can give no assurance that actual results will be consistent with these forward-looking statements. Except as required by applicable law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. Readers should be cautioned not to place undue reliance on the forward-looking statements.
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Regal Lifestyle Communities Inc.
Chief Financial Officer
Regal Lifestyle Communities Inc.