VANCOUVER, Feb. 7, 2014 /CNW/ - WesternOne Inc. ("WesternOne") (Toronto Stock Exchange: WEQ, WEQ.DB, WEQ.DB.B and WEQ.DB.C) announced today that pursuant to Section 4.3 of the trust indenture (the "Indenture") dated as of February 26, 2010 between WesternOne and Computershare Trust Company of Canada ("Computershare"), as trustee, as amended and supplemented pursuant to the supplemental indentures dated June 1, 2011, December 31, 2012 and March 28, 2013, all of the 8.5% Convertible Unsecured Subordinated Debentures of WesternOne due December 31, 2015 (the "Debentures") outstanding on March 20, 2014 (the "Redemption Date") will be redeemed on the Redemption Date upon payment of a redemption amount of $1,018.40 for each $1,000 principal amount of Debentures, being equal to the aggregate of (i) $3,292,000 (the "Redemption Price"), and (ii) all accrued and unpaid interest on the Debentures to but excluding the Redemption Date (collectively, the "Total Redemption Price").
Pursuant to Section 2.4(f) of the Indenture, holders of the Debentures will have the right to convert the whole or any part of the Debentures into common shares of WesternOne at any time prior to the close of business on the last business day immediately preceding the Redemption Date. The last date that a holder of Debentures may effect any conversion of Debentures is March 19, 2014.
The Total Redemption Price will be payable upon presentation and surrender of the Debentures called for redemption at the following corporate trust office:
|Computershare Trust Company of Canada|
|3rd Floor - 510 Burrard Street|
| Vancouver, British Columbia
The interest upon the principal amount of Debentures called for redemption shall cease to be payable from and after the Redemption Date.
Pursuant to Section 4.6 of the Indenture, WesternOne is exercising its right to satisfy its obligation to pay all of the Redemption Price payable to holders of Debentures by issuing freely tradeable common shares of WesternOne obtained by dividing the Redemption Price by 95% of the Current Market Price (as defined in the Indenture) of the common shares of WesternOne.
No fractional common shares will be delivered upon the exercise by WesternOne of the above-mentioned redemption but, in lieu thereof, WesternOne will pay the cash equivalent thereof determined on the basis of the Current Market Price of the common shares of WesternOne on the Redemption Date (less any tax required to be deducted, if any).
Upon presentation and surrender of the Debentures for payment on the Redemption Date, WesternOne will, on the Redemption Date, instruct Computershare to issue such number of freely tradeable common shares of WesternOne in uncertificated form, for delivery to and account of the holders, to which holders are entitled together with the cash equivalent in lieu of fractional common shares and cash for all accrued and unpaid interest up to, but excluding, the Redemption Date.
Certain statements in this press release may constitute "forward-looking" information that involves known and unknown risks, uncertainties and other factors, and it may cause actual results, performance or achievements or industry results, to be materially different from any future results, performance or achievements or industry results expressed or implied by such forward-looking information. Forward-looking information is identified by the use of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", "predict", "project", "will", "would", and similar terms and phrases, including references to assumptions. Such information includes, without limitation, statements with respect to: the timing, amount and form of payment for the redemption of the Debentures. Actual events or results may differ materially.
Forward-looking information contained in this press release is based on certain key expectations and assumptions made by WesternOne, including, without limitation, expectations and assumptions respecting: the outlook of WesternOne's business and the economy in Western Canada, the United States and Australia, the supply and demand for WesternOne's products and services and management's assessment of future plans and operations. Although the forward-looking information contained in this press release is based upon what WesternOne's management believes to be reasonable assumptions, WesternOne cannot assure investors that actual results will be consistent with such information. Forward-looking information reflects current expectations of management regarding future events and operating performance as of the date of this press release. Such information involves significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not such results will be achieved. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking information, and a description of these factors can be found under "Risk Factors" in WesternOne's Annual Information Form dated March 28, 2013 and Management's Discussion and Analysis dated November 14, 2013, which are available on SEDAR (www.sedar.com).
The forward-looking information contained herein is expressly qualified in its entirety by this cautionary statement. Forward-looking information reflects management's current beliefs and is based on information currently available to WesternOne. The forward-looking information is made as of the date of this press release and WesternOne assumes no obligation to update or revise such information to reflect new events or circumstances, except as may be required by applicable law.
WesternOne seeks to acquire and grow businesses in the construction and infrastructure services sectors in order to generate stable and growing dividends to its shareholders and to achieve capital appreciation.
Toronto Stock Exchange: WEQ, WEQ.DB, WEQ.DB.B and WEQ.DB.C
THE TORONTO STOCK EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR THE ACCURACY OF THIS RELEASE.
SOURCE: WesternOne Inc.
For further information:
For investor relations information, please contact:
Andrew Greig, Manager of Investor Relations
Suite 910, 925 West Georgia Street
Vancouver, BC V6C 3L2
Phone: (604) 678-4042
E-mail: [email protected]