Turret Oy Ab
Unioninkatu 7 00130
HELSINKI, April 3 /CNW/ - This press release is issued by Turret Oy AB, a
Finnish limited liability company ("Turret") controlled by Mr. J.R.G.
Ehrnrooth of Helsinki, Finland, pursuant to Section 5.2 of MI 62-104, Part 3
of NI 62-103, the Securities Act (British Columbia) and the Securities Act
(Alberta), with respect to its acquisition of securities of Con-Space
Communications Ltd. ("Con-Space").
On April 3, 2009, Turret entered into a private placement agreement (the
"Private Placement") with Con-Space pursuant to which Turret will acquire
22,000,000 common shares of Con-Space for an aggregate payment of
CDN$1,100,000. Closing of the Private Placement is subject to the fulfillment
of certain conditions, including completion of a debt restructuring of
Con-Space's debt and the receipt of all necessary regulatory approval.
Turret currently owns 11,528,609 common shares of Con-Space, representing
46.48% of the issued and outstanding common shares of Con-Space, based on
24,801,989 common shares now outstanding. Turret has conversion rights (which
are variable, and linked to the date of exercise and the existence of certain
defaults) with respect to CDN$4,800,000 (the "Debt Conversion Rights"), a
portion of the principal amount owing under the loan agreement dated April 11,
2007, as amended November 5, 2008, among, inter alia, Turret and Con-Space in
respect of a CDN$6,000,000 loan made in April, 2007, by Turret to Con-Space
(the "Loan Agreement"). Turret also holds warrants for 675,000 common shares
of Con-Space, exercisable at a price of $1.00 per share between April 11, 2007
and April 10, 2010; $1.10 per share between April 11, 2010 and April 10, 2011;
and $1.22 per share between April 11, 2011 and April 10, 2012.
Immediately after the closing of the Private Placement, Turret would own
33,528,609 common shares of Con-Space, representing 71.64% of the issued and
outstanding common shares of Con-Space, based on 46,801,989 common shares that
would be outstanding after the Private Placement.
Based on the 46,801,989 common shares of Con-Space outstanding
immediately after to the Private Placement, assuming no exercise of warrants
by Turret and no other share issuances by Con-Space, after the Private
Placement: (i) if the default conversion rates are not applicable, the Debt
Conversion Rights would be exercisable for a maximum of 13,750,000 common
shares (7,500,000 shares at CDN$0.24 conversion rate, and 6,250,000 shares at
CDN$0.48 conversion rate), and Turret would hold 47,278,609 common shares,
representing 78.08% of the issued and outstanding common shares of Con-Space;
and (ii) if the default conversion rates are applicable, the Debt Conversion
Rights would be exercisable for a maximum of 32,000,000 common shares
($4,800,000 at CDN$0.15 per share conversion rate), and Turret would hold
65,528,609 common shares, representing 83.16% of the issued and outstanding
common shares of Con-Space.
Turret has entered into the Private Placement at the request of Con-Space
in order to permit Con-Space to complete a debt restructuring and to assist
Con-Space in meeting working capital needs. Turret would acquire the above
mentioned securities of Con-Space for investment purposes. Depending on
economic or market conditions or matters relating to Con-Space, Turret may
choose to either make further investment in Con-Space through exercise of some
or all of the conversion rights, warrants, or otherwise, not exercise some or
all of the conversion rights or warrants, or dispose of its common shares of
DATED as of April 3, 2009.
TURRET OY AB
For further information:
For further information: Peter Eriksson, Business Development Director,
+33 6 1111 11687