/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
WASHINGTON, DC, Jan. 21, 2016 /CNW/ - Cricket Media Group Ltd. (TSXV:CKT) ("Cricket Media" or the "Company") announces that it has completed its previously announced restructuring of the Company's 6.5% secured convertible debentures in the aggregate principal amount of C$11,999,000 (the "Junior Indebtedness") issued pursuant to a trust indenture dated October 19, 2012 and the Company's 10% secured convertible debentures in the aggregate principal amount of C$10,000,000 (the "Senior Indebtedness") issued pursuant to a trust indenture dated March 20, 2013, as more fully described below (the "Debt Restructuring").
The Debt Restructuring required the approval of holders of 66 2/3% of the aggregate principal amount of Junior Indebtedness and holders of 66 2/3% of the aggregate principal amount of Senior Indebtedness.
Pursuant to the Debt Restructuring the Junior Indebtedness and the Senior Indebtedness was consolidated into a single class of U.S. dollar senior indebtedness ("New Senior Indebtedness") evidenced by secured convertible debentures in the aggregate principal amount of US$14,130,016. Holders of Junior Indebtedness received New Senior Indebtedness in a principal amount equal to US$566 for every CDN$1,000 of Junior Indebtedness held and holders of Senior Indebtedness received New Senior Indebtedness in a principal amount equal to US$705 for every CDN$1,000 of Senior Indebtedness held. Immediately following the closing of the Debt Restructuring, New Senior Indebtedness held by affiliates of two members of the board of directors of the Company in the aggregate principal amount of US$2,625,000 converted into an aggregate of 3,414,634 Series A Preferred Shares of the Company. Accordingly, New Senior Indebtedness in the amount of US$11,505,016 is currently outstanding. In connection with the Debt Restructuring, trading of the debentures representing the Junior Indebtedness has been halted, pending formal de-listing by the TSX Venture Exchange. The debentures represented by the New Senior Indebtedness will not be listed for trading.
For additional details regarding the terms of the Debt Restructuring, please refer to the Company's press release dated December 21, 2015.
Certain of the transactions described in this news release constitute or will constitute "related party transactions" within the meaning of Multilateral Instrument 61-101 Protection of Minority Shareholders in Special Transactions ("MI 61-101"). For these transactions the Company intends to rely on the exemption from the formal valuation requirements of MI 61-101 contained in section 5.5(b) of MI 61-101 on the basis that no securities of the Company are listed on a specified market set out in such section and the Company intends to rely on the exemption from the minority shareholder approval requirements of MI 61-101 contained in Section 5.7(1)(e) of MI 61-101 on the basis of meeting the financial hardship exemption requirements.
About Cricket Media
Cricket Media (TSXV: CKT) is an education media company that provides award-winning content on a safe and secure learning network for children, families and teachers across the world. Cricket Media's 11 popular media brands for toddlers to teens include Babybug, Ladybug, Cricket® and Cobblestone®. The Company's innovative web-based K12 tools for school and home include the ePals community and virtual classroom for global collaboration as well as In2Books®, a Common Core eMentoring program that builds reading, writing and critical thinking skills. Cricket Media serves approximately one million classrooms and millions of teachers, students and parents in over 200 countries and territories through its platform and NeuPals, its joint venture with China's leading IT services company Neusoft. Cricket Media also licenses its content and platform to top publishing and educational companies worldwide. For more information, please visit www.cricketmedia.com.
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.
Forward Looking Statements
This news release contains statements that may constitute "forward-looking statements" within the meaning of applicable Canadian securities legislation. Readers are cautioned not to place undue reliance on such forward-looking statements. Forward-looking statements are based on current expectations, estimates and assumptions that involve a number of risks, which could cause actual results to vary and in some instances to differ materially from those anticipated by the Company and described in the forward-looking statements contained in this press release. No assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur or, if any of them do so, what benefits the Company will derive therefrom. The forward-looking statements contained in this news release are made as at the date of this news release and the Company does not undertake any obligation to update publicly or to revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.
SOURCE Cricket Media Inc.
For further information: Aric Holsinger, Chief Financial Officer, Cricket Media, Phone: (703) 885-3400, [email protected]; Cory Pala, Investor Relations, E.vestor Communication Inc., Phone: (416) 657-2400, [email protected]