Premium Brands Holdings Corporation Announces Redemption of 5.50% Convertible Unsecured Subordinated Debentures
VANCOUVER, June 30, 2016 /CNW/ - Premium Brands Holdings Corporation ("Premium Brands" or the "Corporation") (TSX:PBH), a leading producer, marketer and distributor of branded specialty food products, is pleased to announce that it will issue a notice (the "Notice") of redemption to holders of its currently outstanding 5.50% convertible unsecured subordinated debentures due June 30, 2019 (the "Debentures"). As set out in the Notice, the redemption date of the Debentures will be August 3, 2016 (the "Redemption Date"). The Debentures are redeemable for an amount (the "Redemption Price") equal to the principal amount of the Debentures plus accrued unpaid interest up to, but excluding, the Redemption Date. There are approximately $23.3 million aggregate principal amount of the Debentures outstanding. While the Notice will be mailed today to holders of record, given the possibility of a mail disruption, the Notice will, in accordance with the Indenture governing the Debentures, also be published in a daily newspaper of general circulation on July 2, 2016.
Prior to the redemption of the Debentures, each holder will have the right to convert their Debentures into common shares of the Corporation (each being a "Common Share") at a conversion price of $29.25 per Common Share (the "Conversion Price") at any time on or prior to August 2, 2016. The required form of Conversion Notice will be available on SEDAR at www.sedar.com, and should be submitted to Computershare Trust Company of Canada, the successor debenture trustee to Valiant Trust Company, as follows:
| Computershare Trust Company of Canada |
| 600, 530 – 8th Ave., SW |
| Calgary, Alberta |
| T2P 3S8 |
OR
| Computershare Trust Company of Canada |
| 100 University Ave., 8th Floor |
| Toronto, Ontario |
| M5J 2Y1 |
A holder electing to convert the principal amount of their Debentures will receive 34.188 Common Shares for each $1,000 principal amount of Debentures converted. No fractional shares will be issued on conversion but, in lieu thereof, the Corporation shall pay the cash equivalent thereof determined on the basis of the current market price of the Common Shares on the conversion date, as applicable (less any tax required to be deducted, if any), if the fractional share equivalent is greater than or equal to $10.00.
All holders of Debentures who fail to deliver a notice of conversion on or prior to August 2, 2016 shall have their Debentures redeemed for cash on the Redemption Date.
Beneficial holders of Debentures who wish to convert their Debentures into Common Shares should consult with their financial institutions as soon as possible and allow for sufficient time to complete the conversion process.
About Premium Brands
Premium Brands owns a broad range of leading specialty food manufacturing and differentiated food distribution businesses with operations in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, Nevada, Ohio and Washington State. The Corporation services a diverse base of customers located across North America and its family of brands and businesses include Grimm's, Harvest, McSweeney's, Bread Garden Go, Hygaard, Hempler's, Isernio's, Quality Fast Foods, Direct Plus, Harlan Fairbanks, Creekside Bakehouse, Stuyver's Bakestudio, Centennial Foodservice, B&C Food Distributors, SJ Fine Foods, Shahir, Wescadia, Duso's, Maximum Seafood, Ocean Miracle, SK Food Group, OvenPride, Hub City Fisheries, Audrey's, Deli Chef, Piller's, Freybe, Expresco, C&C Packing and Premier Meats.
Forward-Looking Statements
This press release contains forward looking statements with respect to the Corporation, including its business operations, strategy and financial performance and condition. These statements generally can be identified by the use of forward looking words such as "may", "could", "should", "would", "will", "expect", "intend", "plan", "estimate", "project", "anticipate", "believe" or "continue", or the negative thereof or similar variations.
Although management believes that the expectations reflected in such forward looking statements are reasonable and represent the Corporation's internal expectations and belief as of June 30, 2016, such statements involve unknown risks and uncertainties beyond the Corporation's control which may cause its actual performance and results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward looking statements.
Some of the factors that could affect future results and could cause results to differ materially from those expressed in the forward-looking statements contained herein include: (i) changes in the cost of raw materials used in the production of Premium Brands' products; (ii) seasonal and/or weather related fluctuations in Premium Brands' sales; (iii) reductions in consumer discretionary spending resulting from changes in economic conditions and/or general consumer confidence levels; (iv) changes in the cost of products sourced from third party manufacturers and sold through Premium Brands' proprietary distribution network; (v) changes in Premium Brands' relationship with its larger customers; (vi) access to commodity raw materials; (vii) potential liabilities and expenses resulting from defects in Premium Brands' products (viii) changes in consumer food product preferences; (ix) competition from other food manufacturers and distributors; * execution risk associated with the Corporation's growth and business restructuring initiatives; (xi) risks associated with the Corporation's business acquisition strategies; (xii) changes in the value of the Canadian dollar relative to the U.S. dollar; (xiii) new government regulations affecting the Corporation's business and operations; (xiv) the Corporation's ability to raise the capital needed to fund its various growth initiatives; (xv) labour related issues including potential labour disputes with employees represented by labour unions and labour shortages; (xvi) the loss of and/or the inability to attract key personnel; (xvii) fluctuations in the interest rates associated with the Company's funded debt; (xviii) failure or breach of the Company's information systems; (xix) financial exposure resulting from credit extended to the Company's customers; (xx) the malfunction of critical equipment used in the Company's operations; (xxi) livestock health issues; (xxii) international trade issues; (xxiii) changes in environmental, health and safety standards; (xxiv) the risk that the Acquisition will not be completed; (xxv) possible failure to realize anticipated benefits of the Acquisition; and (xxvi) risks related to the C&C Business, including the loss of certain customers. Details on these risk factors as well as other factors can be found in the Company's 2015 MD&A, which is filed electronically through SEDAR and is available online at www.sedar.com.
Unless otherwise indicated, the forward looking information in this document is made as of June 30, 2016 and, except as required by applicable law, will not be publicly updated or revised. This cautionary statement expressly qualifies the forward looking information in this press release.
SOURCE Premium Brands Holdings Corporation
For further information: please contact George Paleologou, President and CEO or Will Kalutycz, CFO at (604) 656-3100.
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