Seair Proposes Amendments to Debenture Terms
/THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES./
EDMONTON, May 29, 2012 /CNW/ - Seair Inc. (TSXV: SDS) ("Seair" or the "Company") is pleased to announce a proposal to amend the terms of its 8% secured, subordinate, convertible, redeemable debentures ("Debentures") originally issued pursuant to the trust indenture between Seair and CIBC Mellon Trust Company (the "Trust Indenture") dated June 21, 2007 to extend the Maturity Date (as defined in the Trust Indenture) to October 31, 2012 and to increase the interest rate from 8% to 10%. Seair is currently exploring different financing alternatives, which may include a private placement financing, a rights offering to existing Seair shareholders, and/or other forms of financing available to Seair, prior to the October 31, 2012 amended Maturity Date. In addition, Seair intends to provide its' debentureholders ("Debentureholders") with the opportunity to exchange their Debentures for new debentures on or before October 31, 2012 for new debentures incorporating conversion pricing consistent with the share pricing on any anticipated financing activities.
Management of Seair believes that the proposed amendments will benefit both the Company and Debentureholders by:
- avoiding the risk the Company will not have sufficient cash resources to payout the Debentures on June 21, 2012;
- permit the Company to build on momentum from the revitalization and complete deployment of the fleet of portable wastewater treatment units as achieved in winter 2012;
- providing an extended period whereby Debentureholders shall continue to receive a return on their investment; and
- providing Debentureholders with an opportunity to exchange Debentures for new debentures with pricing and terms in line with the anticipated private placement.
To become effective, in addition to the approval of the TSX Venture Exchange, the proposed amendments require approval by way of Extraordinary Resolution (as defined in the Trust Indenture) passed at a meeting of Debentureholders called and held in accordance with the terms of the Trust Indenture.
As such, the Company has called a meeting of its Debentureholders for June 20, 2012 at 2:00 p.m. to be held at: Livingston Place Conference Centre, Room B, 222 - 3rd Avenue SW, Calgary, Alberta.
The Company has prepared a Notice and Information Circular dated May 20, 2012 (the "Circular") giving full particulars of the proposed amendments. The Circular together with a form of proxy and letter to Debentureholders has been mailed to Debentureholders, and has been filed on and is also accessible at, www.sedar.com.
In reviewing the Circular Debentureholders shall read all references to the extension of the Maturity Date as an extension to October 31, 2012. It has come to the attention of Seair that the reference to the extension of the Maturity Date in paragraph 1 of the extraordinary resolution as set out in the Circular is inconsistent (reading December 21, 2012) with all other references thereto. Debentureholders will receive a supplemental mailout clarifying this inconsistency.
Seair develops proprietary equipment that diffuses gases, such as oxygen, ozone and carbon dioxide, into liquids. Seair's patented technologies can produce extremely small bubbles which are more efficient than other diffusion technologies. The result is a stable condition, where gases remain in solution for extended periods of time, leading to increased productivity and lower operating costs. This, in turn, facilitates gas-based treatment of complex and challenging wastewater and allows Seair to provide full water reuse and closed loop systems.
Seair applications include frac and produced water treatment, efficient aeration of industrial ponds, mine dewatering, end-to-end sewage treatment for permanent residential communities and remote work camps, golf course irrigation and pond treatment, and oil sands/SAGD water solutions.
This news release contains forward-looking statements relating to the future operations of the Seair and other statements that are not historical facts. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "expects" and similar expressions. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. In particular, this news release contains forward-looking statements with respect to the Company's anticipated financing activities and the approval of the proposed amendments to the Debentures by the Debentureholders. Such forward-looking statements are subject to important risks, uncertainties and assumptions. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of Seair, such as TSX Venture Exchange acceptance and market acceptance of the terms of the anticipated financing activities. A description of other assumptions used to develop such forward looking statements and a description of risk factors that may cause actual results to differ materially from forward-looking statements can be found in the Company's disclosure documents or the SEDAR Website at www.sedar.com. As a result, we cannot guarantee that any forward-looking statement will materialize and the reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement.
The forward-looking statements contained in this news release are made as of the date of this news release, and Seair. does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by Canadian securities law.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.For further information:
T: 780 477 7188
F: 780 477 6622