JIEN MUST INCREASE OFFER TO DEBENTURE HOLDERS OR WAIVE TWO-THIRDS TENDER CONDITION ON DEBENTURES IN ORDER TO ACQUIRE COMPANY
TORONTO, Nov. 4 /CNW/ - Jaguar Financial Corporation (TSX: JFC) ("Jaguar") today announced that it has verbal confirmations from holders (the "Debenture Holders") of Canadian Royalties Inc. (TSX: CZZ) ("CZZ") debentures (the "Debentures") owning in the aggregate $46.81 million, or 34.0% of the total principal amount, of the Debentures who are not tendering to the revised offer (the "Jien Offer") by Jien Mining Ltd. ("Jien").
If these Debenture Holders do not tender to the Jien Offer, as they have indicated to Jaguar, the minimum tender condition of 66 2/3% in the Jien Offer will not be met. This means that Jien will not be able to amend the Debenture indenture (the "Indenture") to remove the right of Debenture Holders to receive the 101% principal repayment owed to them upon a change of control.
Without Two-Thirds of Debentures Jien Must Amend Its Offer or Waive Two-Thirds Condition
Jien is left with several options to acquire CZZ, all of which have been outlined by Jaguar in recent press releases. Jien can revise the Jien Offer and provide all Debenture Holders with a payment of 101% as contemplated by the Indenture. Jien has indicated that it will not increase the price or vary any terms of the Jien Offer. However, if Jien wants to acquire CZZ it must now consider increasing the consideration paid to Debenture Holders.
A two-tiered payment alternative is that Jien could take-up and pay 80% of the principal amount of the Debentures tendered to the Jien Offer and waive the 66 2/3% condition. The Debentures which have already been tendered include Debentures held by FTQ, Colonial and the Caisse. If Jien acquired more than two-thirds of the CZZ shares and less than two-thirds of the Debentures, Jien could waive the two-thirds tender condition on the Debentures. If this condition is waived by Jien, CZZ would be required to pay 101% of the principal amount of the Debentures not tendered within 30 days of the change of control; Jien would own the Debentures tendered, and as a practical matter CZZ would not make a payment to Jien because Jien owns CZZ at that point. As Jaguar has previously indicated, payment of 101% to the non-tendering Debenture Holders would cost CZZ a maximum of $12.3 million of additional consideration and it is estimated that CZZ has sufficient cash resources to fund this payment.
Vic Alboini, Chairman and Chief Executive Officer of Jaguar stated: "With the verbal indications provided by these Debenture Holders to Jaguar, and if Jien does not increase the price, Jaguar believes the Jien Offer will not be successful unless Jien waives the two-thirds tender condition for the Debentures. This would be the ideal solution for non-tendering Debenture Holders who would receive 101% and the tendering Debenture Holders would receive 80%."
About Jaguar Financial Corporation
Jaguar is a Canadian merchant bank that invests in undervalued small capitalization companies in a variety of industry sectors.
The Toronto Stock Exchange does not accept responsibility for the adequacy or accuracy of this news release. This news release may contain certain forward looking statements which involve known and unknown risks, delays, and uncertainties not under Jaguar's control which may cause actual results, performances or achievements of Jaguar to be materially different from those implied by such forward looking statements.
SOURCE Jaguar Financial Corporation
For further information: For further information: on this press release, please contact: Vic Alboini, Chairman & Chief Executive Officer, (416) 644-8110 - or - Kyler Wells, General Counsel & Corporate Secretary, (416) 644-8177