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MARKHAM, ON, March 14, 2016 /CNW/ - Nightingale Informatix Corporation (TSXV: NGH) ("Nightingale" or the "Company"), a cloud-based provider of electronic health record (EHR) software and related services, announced today it has amended the terms of its 12% unsecured subordinated convertible debentures (the "Series B Debentures") previously issued by the Company on September 12, 2012. In addition, the Company has also amended the terms of its 10% secured convertible debentures previously issued by the Company on March 12, 2013 (the "Series C Debentures"). These amendments remain subject to the approval of the TSX Venture Exchange.
The amendments to the Series B Debentures include extending the maturity date to September 30, 2016 and reducing the interest rate from 12% per annum to 8% per annum. The Series B Debentures will also no longer be convertible at the option of the holder and the Company will retain a right to redeem the Series B Debentures at any time prior to maturity.
The amendments to the Series C Debentures include extending the maturity date to September 30, 2016. Holders of Series C Debentures will also be entitled to be paid an additional 2% in the event the principal, accrued and unpaid interest and all amounts owing under the Series C Debentures are not repaid by the Company prior to the new maturity date. The amendments to the Series C Debentures have been approved by the requisite majority of holders of Series C Debentures pursuant to the terms of a trust indenture between the Company and Equity Trust Financial Company, as trustee.
Pursuant to Multilateral Instrument 61-101 – Protection of Security Holders in Special Transactions ("MI 61-101"), the amendments to the Series C Debentures are considered to be a "related party transaction", as certain "related parties" of the Company hold, or beneficially own, or have control or direction over, directly or indirectly, an aggregate of $1,282,000 Series C Debentures. None of the directors of the Company who are considered to be "related parties" voted in connection with the approval of the amendments to the Series C Debentures.
The Company is exempt from the formal valuation requirement of MI 61-101 in connection with the aforementioned related party transaction in reliance on section 5.5(b) of MI 61-101 as no securities of the Company are listed or quoted for trading on the Toronto Stock Exchange, the New York Stock Exchange, the American Stock Exchange, the NASDAQ Stock Market or a stock exchange outside of Canada and the United States. Additionally, the Company is exempt from obtaining minority shareholder approval in reliance on section 5.7(1) (a) as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves interested parties, exceeds 25% of the market capitalization of the Company.
For more than a decade, Nightingale (TSX-V: NGH) has been delivering innovative cloud-based Electronic Health Record (EHR) and Practice Management solutions to healthcare organizations across Canada. Our goal is to uncomplicate the day-to-day challenges of healthcare providers. We achieve this by creating software that is truly intuitive—minimizing training and maximizing adoption. We believe so strongly in building easy-to-use software that we structured our entire product team around user-centric design. Our clients are benefiting from this focus through a well-supported and robust solution that presents a holistic view of a person's well-being in a simple, clean interface, so that the best health decisions can be made. Nightingale - One Patient. One Record, www.nightingalemd.com.
Forward Looking Statement
This press release contains "forward-looking statements" respecting the Company's financial statements and the issuance and cancellation of securities of the Corporation within the meaning of applicable Canadian securities legislation. Generally, forward-looking statements can be identified by the use of forward- looking terminology such as "plans", "expects" or "does not expect", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may "could", "would", "might", "occur" or "be achieved'. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Nightingale to be materially different from those expressed or implied by such forward- looking statements, including but not limited to: the ability of Nightingale to service the interest on its debt and to repay the principal on its debt, including but not limited to the Series B Debentures and the Series C Debentures; risks associated with obtaining the required approval of the Exchange for the amendments to the Series B Debentures and the Series C Debentures and other approvals related to its debt; the ability of Nightingale to successfully complete any strategic or financial alternatives being considered; risks related to the speculative nature of the medical software industry, which is affected by numerous factors beyond Nightingale's control; the ability of Nightingale to successfully secure customer contracts and the timing of securing such contracts; the ability of Nightingale to successfully develop and market the V10 platform; the ability of Nightingale to complete and successfully integrate its acquisitions on an accretive basis, Nightingale's access to debt and capital facilities, including compliance with current debt arrangements; the existence of present and possible future government regulation; the significant competition that exists in the medical software industry; the early stage of Nightingale's business, and risks associated with early stage companies, including uncertainty of revenues, markets and profitability and the need to raise additional funding. All material assumptions used in making forward-looking statements are based on management's knowledge of current business conditions and expectations of future business conditions and trends. Certain material factors or assumptions applied by management in making forward-looking statements, include without limitation, factors and assumptions regarding future trends in healthcare spending, economic conditions affecting Nightingale and North American economies; Nightingale's ability to continue to fund its business, rates of customer defaults, relationships with, and payments to lenders, as well as Nightingale's operating cost structure.
Although Nightingale has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Nightingale does not undertake to update any forward-looking statements that are incorporated by reference herein, except in accordance with applicable securities laws. Further information, including a description of the risk factors affecting the Company, on Nightingale Informatix Corporation is available in the Company's management's discussion and analysis for 2015 and other continuous disclosure documents filed on www.sedar.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.
SOURCE Nightingale Informatix Corporation
For further information: David Toews, CFO, Nightingale Informatix Corporation, Tel: 905-943-2600, [email protected]; Sam Chebib, CEO, Nightingale Informatix Corporation, Tel: 905-943-2611, [email protected]