Nexient Confirms Completion of Recapitalization, Share Consolidation and CEO Transition



    SYDNEY, NS, July 2 /CNW/ - Nexient Learning Inc. (NEX: NXN.H), Canada's
largest corporate training company, confirmed today that it completed its
previously announced recapitalization on June 30, 2008, and that its common
shares will trade on a consolidated basis on the opening of trading on the NEX
exchange on July 3, 2008 under the trading symbol "NXL.H". The
recapitalization and share consolidation were previously agreed with Nexient's
debentureholders in a March 26, 2008 memorandum of understanding, announced by
press release on March 26, 2008 and approved by Nexient shareholders at its
annual and special meeting on June 4, 2008.
    "The recapitalization strengthens the balance sheet to support the
Company's execution of its market leadership strategy," says Stuart Bentley,
Nexient's newly appointed Chairman of the Board. Mr. Bentley also commented,
"The board extends its appreciation to the shareholders for their endorsement
of the plan and extends its appreciation to Colleen Moorehead for her
unwavering focus on delivering a plan that satisfied all stakeholder
interests."
    With the recapitalization completed, Colleen Moorehead will step aside as
President and Chief Executive Officer of Nexient effective June 30, 2008, and
Donna de Winter becomes the new President and Chief Executive Officer.
    Colleen Moorehead said, "I am delighted with the shareholder support of
the balance sheet plan, the strategy and leadership team going forward. There
has been significant investment in business processes, infrastructure and
customer alignment in the last two years that will support our strategy going
forward. I am pleased to transition the President and CEO role to Donna de
Winter effective June 30, 2008. She has partnered with me since
September 2006, and she has my absolute confidence as the new leader of
Nexient."
    "I would like to thank Colleen for her leadership. Colleen's passion
inspired us and her focus brought clarity to a customer first business
approach," said Donna de Winter, incoming President and CEO, "We now have the
shareholders' permission to execute our multi-year plan and our senior
management team is unified around execution of the strategy. I am excited to
take the organization forward delivering productivity and performance to
career driven learners and results driven organizations."

    Details of the Recapitalization Plan

    The recapitalization involved the restructuring of the existing secured
debentures and warrants issued by Nexient or its subsidiary as follows:

    (1) the conversion of the approximately $890,947 of debentures and
accrued interest into 8,909,471 post-consolidation common shares;
    (2) the conversion of approximately $9.6 million of debentures into
79,810,803 new voting preferred shares of Nexient, each convertible for no
further consideration into one post-consolidation common share;
    (3) the conversion of the $5.0 million debentures into $5.0 million of
new 2nd Senior Debentures maturing on January 1, 2010 and bearing interest at
a rate of 9.5% per annum, payable through additions to principal (or, at the
option of the holder, in common shares of Nexient) until December 31, 2008 and
thereafter payable in cash;
    (4) the conversion of $5.0 million of outstanding debentures of Nexient
into $5.0 million of new 3rd Senior Debentures maturing on January 1, 2010 and
bearing interest at a rate of 12% per annum, payable as follows: (i) 10%
interest payable through additions to principal (or, at the option of the
holder, in common shares) until December 31, 2008 and thereafter payable in
cash and (ii) 2% interest payable in common shares;
    (5) the conversion of $10 million of outstanding debentures into new
mezzanine debt maturing on January 2, 2010, bearing interest at a rate of 15%
per annum, payable as follows: (i) until December 31, 2008, 12% interest
payable through additions to principal (or, at the option of the holder, in
common shares of Nexient) and 3% interest payable in common shares and (ii)
after December 31, 2008, 4% interest payable through additions to principal
(or, at the option of the holder, in common shares), 3% interest payable in
common shares and 8% interest payable in cash;
    (6) the cancellation of approximately 23.9 million pre-consolidation
outstanding Series A, B, C, Series D and Series F warrants of Nexient held by
the debentureholders;
    (7) the issuance of 1,136,363 new warrants with respect to 2nd senior
Debentures each exercisable for one post-consolidation common share at an
exercise price to $0.12.

    As part of the recapitalization, Nexient's outstanding 34.8 million
common shares (76.8 million on a fully diluted basis) have been consolidated
on the basis of one new common share for every four old common shares. Nexient
will be mailing a transmittal letter to its shareholders in the next few days
requesting that shareholders exchange their old common share certificates to
receive new consolidated common share certificates. The share consolidation is
effective June 30, 2008, but shares will continue to trade on a
pre-consolidation basis until the opening of trading on the NEX exchange on
July 3, 2008. After giving effect to the recapitalization, the consolidation
reduces the number of outstanding common shares from approximately
70.4 million (401.8 million on a fully diluted basis) to approximately
17.6 million (approximately 100.5 million on a fully diluted basis). Any
fractional shares will be cancelled without further consideration.
    Following completion of the recapitalization, holders of Nexient's
debentures hold approximately 92.2% of the outstanding voting securities of
Nexient.
    In connection with the recapitalization, senior management of Nexient are
expected to receive options to acquire 1,740,352 post-consolidation common
shares. The exercise price for half of these options is expected to be
$0.12 per common share with the exercise price for the other half expected to
be $0.18 per common share. In addition, management and directors are expected
to receive additional performance incentives (which may be in the form of
options, stock appreciation rights, deferred share units or other incentive
securities) that are economically equivalent to up to 17,447,212 options.
These incentives may entitle senior management and directors of Nexient to
receive a cash payment for each incentive equal to the difference between the
strike price of the incentive and the market price of the common shares at the
time of payment. The strike price for half of the incentives is expected to be
$0.12 per common share after giving effect to the consolidation, with the
strike price for the other half of the incentives expected to be $0.18 per
common share after giving effect to the consolidation. It is expected that the
options and incentives will vest 20% annually over a five year period. Subject
to regulatory approval, the management incentive may be paid in common shares
or other securities (including debt) in lieu of cash. Allocation and issuance
of these options and other incentives to individual members of senior
management will be in the discretion of the Board of Directors.

    About Nexient Learning Inc.

    Nexient Learning Inc. is the largest corporate training and consulting
company in Canada. Nexient delivers the broadest choice of top calibre,
industry-recognized curricula in information technology, business process
improvement and leadership and business skills. Nexient's learning services
include learning management systems, curriculum development and strategic
consulting. With 18 locations across Canada, Nexient offers innovative
learning solutions in both classroom and online formats. Common shares of
Nexient are traded on the NEX exchange. More information is available on the
company's website at www.nexientlearning.com.

    Forward Looking Statements

    This press release contains forward-looking statements. Forward-looking
statements involve known and unknown risks, uncertainties and other factors
including economic conditions which may cause the actual results, performance
or achievements of the Corporation to be materially different from any future
results, performance or achievements expressed or implied by the
forward-looking statements. The granting of options and other management
incentives is in the discretion of the board and may be subject to regulatory
approval and market activity. The Company specifically disclaims any
obligation to update these forward-looking statements, except as required by
applicable securities laws. There is no guarantee that forward-looking
statements will prove to be accurate and readers should not place undue
reliance on forward-looking statements.
    %SEDAR: 00002373E




For further information:

For further information: Donna de Winter, Chief Executive Officer,
Nexient Learning Inc., (416) 964-8688 ext. 2636,
ddewinter@nexientlearning.com

Organization Profile

NEXIENT LEARNING INC.

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