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OAK BROOK, IL, Oct. 1 /CNW/ - Primary Energy Recycling Corporation (TSX: PRI) (the "Company") announced today further details in respect of its previously announced rights offering.
The Company intends to raise a total of US$50 million, before deduction of expenses, of equity by way of a rights offering to all shareholders resident in Canada and the United States. Shareholders of record resident in Canada and the United States as of the close of business (Toronto time) on October 13, 2009 will receive one right for each common share held. Each right will entitle the holder thereof to acquire 2.532717 common share subscription receipts at a subscription price of US$0.52 per subscription receipt. Rights not exercised on or before 4:00 p.m. (Toronto time) on November 11, 2009 will be void and have no value. A shareholder's percentage interest in the Company will be substantially diluted by approximately 70% upon the exchange of subscription receipts into common shares unless such shareholder exercises its rights. Shareholders not resident in Canada or the United States should refer to the final prospectus in respect of the rights offering and consult with their securities broker, dealer or other intermediary through which they hold their shares for further details on if and how such holders can participate in the rights offering.
Certain entities managed by West Face Capital Inc. and SOF Investments, L.P. have committed to purchase any common share subscription receipts not otherwise purchased by holders of rights under the rights offering.
On the date of the closing of the refinancing of the Company's US$131 million term loan, each subscription receipt will be automatically exchanged for one common share of the Company. Subscription funds will be returned to investors if the Company does not refinance its term loan on or before February 23, 2010, and in certain other limited circumstances as described in the final prospectus filed in respect of the rights offering.
The Company is currently working diligently towards obtaining debt financing commitments in an amount which, together with the net proceeds of the rights offering, would be used to refinance the term loan. Although the extended maturity date of the term loan is February 24, 2010, the Company is actively working to close the new debt financing and refinance the term loan by year end; however, there can be no assurance that the Company will be able to secure such commitments.
This press release is not an offer to sell or the solicitation of an offer to buy rights, subscription receipts or common shares. Such securities may not be offered or sold in the United States absent registration under the United States Securities Act of 1933, as amended, or an applicable exemption from the registration requirements.
When used in this news release, the words "anticipate", "expect", "project", "believe", "estimate", "forecast" and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks, uncertainties and assumptions pertaining, but not limited, to the completion of the rights offering, the refinancing of the term loan and the other risk factors discussed in the Company's public filings available on SEDAR at www.sedar.com. These forward-looking statements are made as of the date of this press release and, except as required by applicable securities laws, the Company assumes no obligation to update or revise them to reflect new events or circumstances.
About Primary Energy Recycling Corporation
The Company owns a majority interest in Primary Energy Recycling Holdings LLC ("Primary Energy"). Primary Energy, headquartered in Oak Brook, Illinois, indirectly owns and operates four recycled energy projects and a 50 per cent interest in a pulverized coal facility (collectively, the "Projects"). The Projects have a combined electrical generating capacity of 283 megawatts and a combined steam generating capacity of 1.8 MMlbs/hour. Primary Energy creates value for its customers by capturing and recycling waste energy from industrial and electric generation processes and converting it into reliable and economical electricity and thermal energy for its customers' use. For more information, please see www.primaryenergyrecycling.com.
SOURCE Primary Energy Recycling Corporation
For further information: For further information: V. Michael Alverson, Chief Financial Officer, Primary Energy Recycling Corporation, (630) 371-0639, firstname.lastname@example.org