/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
CALGARY, Oct. 14, 2014 /CNW/ - Veresen Inc. ("Veresen" or "the Company") (TSX: VSN) announced today that on the redemption of all of its issued and outstanding 5.75% Convertible Unsecured Subordinated Debentures, Series C due July 31, 2017 (the "Series C Debentures") on October 20, 2014 (the "Redemption Date"), common shares of the Company ("Common Shares") will be issued to satisfy its obligation to pay holders of such Series C Debentures the full principal amount thereof (the "Redemption Price") based on a price of $16.2794 per share. As a result, holders of Series C Debentures who have not elected to convert their Series C Debentures on or prior to October 17, 2014 will receive approximately 61.4273 Common Shares for each $1,000 principal amount of Series C Debentures plus a cash payment equal to the accrued and unpaid interest thereon to, but excluding, the Redemption Date, less any tax required by law to be deducted.
Pursuant to the terms of the Series C Debentures, the number of Common Shares to be issued to holders of Series C Debentures on redemption thereof has been determined by dividing the Redemption Price by 95% of the current market price of the Common Shares on the Redemption Date. For this purpose, the current market price is $17.1362, which was calculated based on the volume weighted average trading price of the Common Shares on the Toronto Stock Exchange (the "TSX") for the 20 consecutive trading days ending on the fifth trading day preceding the Redemption Date, which was October 10, 2014.
The accrued and unpaid interest on the Series C Debentures issued and outstanding as of the Redemption Date will be $12.76 per $1,000 principal amount of Series C Debentures. Interest will be accrued from and including July 31, 2014, being the previous interest payment date, to, but excluding, the Redemption Date.
Prior to the redemption of the Series C Debentures on the Redemption Date, each holder of the Series C Debentures has the right to convert their Series C Debentures into Common Shares at a conversion price of $14.60 per share (the "Conversion Price") at any time on or prior to October 17, 2014. A holder of Series C Debentures electing to convert the principal amount of their Series C Debentures will receive 68.4932 Common Shares for each $1,000 principal amount of Series C Debentures converted plus a cash payment equal to the accrued and unpaid interest thereon to, but excluding, the conversion date, less any tax required by law to be deducted.
No fractional Common Shares will be issued on the redemption or conversion of the Series C Debentures, but, in lieu thereof, the Company will pay the cash equivalent thereof determined on the basis of the current market price of Common Shares on the Redemption Date or the conversion date, as applicable, less any tax required by law to be deducted.
As the Series C Debentures were issued in "book-entry only" form and are held by CDS Clearing and Depositary Services Inc., beneficial holders of Series C Debentures must contact their broker, dealer, bank, trust company or other nominee to exercise their right to convert the Series C Debentures. Beneficial holders of Series C Debentures should ensure that they contact their broker, dealer, bank, trust company or other nominee well in advance of the Redemption Date to confirm the procedures and deadlines relating to the exercise of their right of conversion. All holders of Series C Debentures who fail to deliver a notice of conversion on or prior to October 14, 2014 shall have their Series C Debentures redeemed on the Redemption Date and shall receive that number of Common Shares obtained by dividing the Redemption Price by 95% of the current market price of the Common Shares on the Redemption Date.
The Series C Debentures will be delisted from the TSX at the close of trading on the Redemption Date.
This news release does not constitute an offer to sell or the solicitation of an offer to buy Common Shares in any jurisdiction in which such an offer, solicitation or sale would be unlawful. The Common Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any securities laws of any state of the United States and may not be offered, sold or delivered in the United States unless an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws is available.
About Veresen Inc.
Veresen is a publicly-traded, dividend paying corporation based in Calgary, Alberta that owns and operates energy infrastructure assets across North America. Veresen is engaged in three principal businesses: a pipeline transportation business comprised of interests in two pipeline systems, the Alliance Pipeline and the Alberta Ethane Gathering System; a midstream business which includes ownership interests in a world-class natural gas liquids extraction facility near Chicago, the Hythe/Steeprock gas gathering and processing complex, and other natural gas and NGL processing energy infrastructure; and a power business focused on gas-fired, renewable and district energy facilities. Veresen is also actively developing a number of greenfield projects and regularly evaluates and pursues acquisition and development opportunities.
Veresen's common shares, Series A preferred shares, Series C preferred shares, and Series C Debentures are listed on the TSX under the symbols "VSN", "VSN.PR.A", "VSN.PR.C" and VSN.DB.C", respectively. For further information, please visit www.vereseninc.com.
Forward Looking Information
Certain information contained herein relating to, but not limited to, Veresen and its businesses constitutes forward-looking information under applicable securities laws. All statements, other than statements of historical fact, which address activities, events or developments that Veresen expects or anticipates may or will occur in the future, are forward-looking information. Forward-looking information typically contains statements with words such as "may", "estimate", "anticipate", "believe", "expect", "plan", "intend", "target", "project", "forecast" or similar words suggesting future outcomes or outlook. Additional information on risks, uncertainties and factors that could affect Veresen's operations or financial results is included in its filings with the securities commissions or similar authorities in each of the provinces of Canada, as may be updated from time to time. Readers are also cautioned that such additional information is not exhaustive. The impact of any one risk, uncertainty or factor on a particular forward-looking statement is not determinable with certainty as these factors are independent and management's future course of action would depend on its assessment of all information at that time. Although Veresen believes that the expectations conveyed by the forward-looking information are reasonable based on information available on the date of preparation, no assurances can be given as to future results, levels of activity and achievements. Undue reliance should not be placed on the information contained herein, as actual results achieved will vary from the information provided herein and the variations may be material. Veresen makes no representation that actual results achieved will be the same in whole or in part as those set out in the forward-looking information. Furthermore, the forward-looking statements contained herein are made as of the date hereof, and Veresen does not undertake any obligation to update publicly or to revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable laws. Any forward-looking information contained herein is expressly qualified by this cautionary statement.
SOURCE: Veresen Inc.
For further information:
Dorreen Miller, Director, Investor Relations
Phone: (403) 213-3633
Email: [email protected]