TORONTO, Jan. 17, 2018 /CNW/ - Axis Auto Finance Inc. (TSXV: AXIS) ("Axis" or "the Company"), is pleased to announce today that it has entered into an amended agreement with Canaccord Genuity Corp. and INFOR Financial Inc. (as "Co-Lead Agents") and including PI Financial Corporation and Raymond James Ltd. (collectively, the "Agents"), to increase the size of the previously announced offering of subscription receipts (the "Subscription Receipts") of the Company. Under the amended terms of the offering, Axis has agreed to sell an additional 7,285,714 Subscription Receipts, on a private placement basis at a price of $0.70 per Subscription Receipts, for a total of 25,714,285 Subscription Receipts issued under the Offering for total gross proceeds of $18 million (the "Offering"). In addition, the Agents have been granted an option, exercisable in whole or in part at the offer price not later than closing of the Offering, to purchase up to 3,085,714 Subscription Receipts for additional gross proceeds of $2.16 million.
Each Subscription Receipt will entitle the holder thereof to receive one Unit which consists of one common share of the Company (the "Common Shares") and one-half of one common share purchase warrant (each a "Warrant"). Each whole Warrant will entitle the holder thereof to purchase a Common Share of the Company at any time after the closing of the previously announced acquisition of Cars on Credit Financial Inc. (the "Transaction") at an exercise price of $0.90 for a period of 36 months following the closing date of the Subscription Receipt Offering.
The Subscription Receipts will be issued pursuant to one or more subscription receipt agreements (the "Subscription Receipt Agreement"). Pursuant to the Subscription Receipt Agreement, the proceeds of the Subscription Receipt Offering, net of 50% of the Agents' fee payable and expenses in connection therewith, will be held in escrow pending delivery of notice of fulfillment of all conditions for the closing of the Transaction, save for payment of the purchase price. If: (i) the Transaction closing does not occur prior to 5:00 p.m. (Toronto time) on the date that is 120 days from the closing of the Subscription Receipt Offering; (ii) the share purchase agreement relating to the Transaction is terminated at an earlier time; or (iii) Axis advises Canaccord Genuity Corp. and INFOR Financial Inc. or announces to the public that it does not intend to proceed with the Transaction, holders of Subscription Receipts will be returned an amount per Subscription Receipt equal to the offering price plus a pro rata share of the interest earned on the escrowed funds, net of any applicable withholding taxes.
The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Net proceeds of the Offering will be used to fund the purchase price of the Transaction and for general working capital purposes.
Closing of the Offering is subject to customary closing conditions including the receipt of regulatory approval and is expected to occur on or about Friday, January 19, 2018
About Axis Auto Finance
Axis provides non-standard financing options targeting roughly 30% of Canadians (Source: Equifax) that do not qualify for traditional bank-type financing for their used vehicle purchase. Through personalized service and a commitment to building strong, long-lasting relationships with dealer partners, Axis continues to be one of Canada's fastest-growing auto-financing companies.
Further information on the Company can be found at www.axisautofinance.ca.
The TSX Venture Exchange has neither approved nor disapproved the contents of this press release. Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.
Certain information in this press release may constitute forward-looking information. This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any forward-looking statements. The Company assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward looking-statements unless and until required by securities laws applicable to the Company. Additional information identifying risks and uncertainties is contained in the Company's filings with the Canadian securities regulators, available at www.sedar.com.
SOURCE Axis Auto Finance Inc.
For further information: Axis Auto Finance Inc., Ilja Troitschanski, CEO, (416) 633-5626, firstname.lastname@example.org