TORONTO, June 11 /CNW/ - Jovian Capital Corporation ("Jovian") (JOV:TSX) announces that, subject to final regulatory approval, it has completed a $10 million private placement of convertible debentures (the "Debentures") with a 6.25% coupon and a June 30, 2015, maturity date. Industrial Alliance Securities Inc. acted as financial advisor to Jovian on the transaction.
The Debentures are convertible at the holder's option into common shares of Jovian at a price of $13.00 per share, subject to adjustment in certain reorganization events. In addition, the Debentures may be called for redemption after June 30, 2013, at Jovian's option, if Jovian's common share trading price meets certain weighted averages, and may be called for redemption at Jovian's option at any time after June 30, 2014. Jovian may also elect to satisfy, with the holders' consent, its principal repayment obligations upon maturity or redemption, by delivering freely-tradable common shares of Jovian, subject to any required regulatory approval.
In addition to financing normal day-to-day working capital requirements and potential future acquisitions, proceeds from this transaction will be used primarily to repay a portion of Jovian's existing $15 million credit facility with Edco Capital Corporation ("Edco"), a corporation controlled by Jovian insider N. Murray Edwards, which comes due on April 1, 2011. Strongwater Investments Ltd. ("Strongwater"), a corporation controlled by Mr. Edwards, has subscribed for $5 million of Debentures as part of this transaction.
In addition, Jovian has entered into letters of intent to complete a $15 million brokered private placement of secured bonds (the "Bonds") with an 8% coupon and a term of five years plus one day.
The bondholders will be issued, subject to regulatory approval, 12,000 common share purchase warrants (the "Warrants") of Jovian for each $1 million of bonds issued, with an exercise price of $15.00 per share and a term of five years. Jovian expects to complete the Bond issue within the next 30 days.
Jovian intends to utilize the proceeds from this transaction to repay the remainder of the $15 million credit facility with Edco. Edco has also agreed to subscribe for $5 million of Bonds as part of this transaction and, as a result, will receive 60,000 Warrants.
Mr. Edwards controls, directly and indirectly, 2,491,472 common shares of Jovian (approximately 29.27% of the issued and outstanding common shares of Jovian), $5 million principal amount of the Debentures (representing 50% of the Debentures), and 150,000 common share purchase warrants of Jovian (the "Old Warrants") (representing 100% of the Old Warrants), 75,000 of which have an exercise price of $6.00 per share and 75,000 of which have an exercise price of $16.00 per share. Following the issuance and sale of the Bonds and Warrants, Mr. Edwards will control, directly or indirectly, $5 million principal amount of Bonds (representing 33.3% of the Bonds) and 60,000 Warrants (representing 33.3% of the Warrants). If the $5 million principal amount of the Debentures were converted and all of the Warrants and Old Warrants were exercised, Mr. Edwards would control, directly or indirectly, an additional 594,615 common shares and, as a result, would control, directly or indirectly, approximately 33.89% of the issued and outstanding common shares of Jovian. Strongwater acquired the Debentures for investment purposes. Edco has agreed to subscribe for the Bonds for investment purposes. Mr. Edwards may acquire, directly or indirectly, additional securities of Jovian from time to time depending on market conditions.
ADVISORY: This press release contains forward looking statements. More particularly, this press release contains statements concerning the anticipated closing date of the Bond offering, the anticipated terms of the Bonds and Warrants, and the anticipated use of the net proceeds of the offerings. Although Jovian believes that the expectations reflected in these forward looking statements are reasonable, undue reliance should not be placed on them because Jovian can give no assurance that they will prove to be correct. Since forward looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. The issuance of the Bonds and Warrants is subject to regulatory approvals, including the approval of the issuance of the Warrants by the Toronto Stock Exchange. The closing of the Bond offering could be delayed if Jovian is not able to obtain the necessary regulatory and stock exchange approvals on the timelines it has planned. The offering will not be completed at all if these approvals are not obtained, if the purchasers are not willing or not able to proceed with the offering, or some other condition to the closing is not satisfied. Accordingly, there is a risk that the offering will not be completed within the anticipated time or at all. The intended use of the net proceeds of the offerings by Jovian may change if the board of directors of Jovian determines that it would be in the best interests of Jovian to proceed in a different manner. The forward looking statements contained in this press release are made as of the date hereof and Jovian undertakes no obligations to update publicly or revise any forward looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
About Jovian Capital Corporation (www.joviancapital.com)
Jovian acquires, creates and grows financial services companies specializing in wealth and asset management. The Jovian group of companies (AlphaPro Management Inc., BetaPro Management Inc., Horizons Exchange Traded Funds Inc., Hahn Investment Stewards & Company Inc., Horizons Funds Inc., JovFunds Management Inc., JovInvestment Management Inc., Leon Frazer & Associates Inc., MGI Financial Inc., MGI Securities Inc., MGI Securities (USA) Inc. and T.E. Wealth) manages $11.5 billion of client assets ($6.5 billion in assets under management and $5.0 billion in assets under administration). Additional information is available at www.sedar.com.
SOURCE Jovian Capital Corporation
For further information: For further information: Don Sangster, Investor Relations, Jovian Capital Corporation, (416) 933-5744; or Philip Armstrong, Chief Executive Officer, Jovian Capital Corporation, (416) 933-5752