VANCOUVER, BRITISH COLUMBIA--(Marketwire - March 13, 2013) -
NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRES
WesternOne Inc. ("WesternOne" or the "Company") (TSX:WEQ)(TSX:WEQ.DB.B)(TSX:WEQ.DB.C), is pleased to announce that it has entered into an agreement with a syndicate of underwriters co-led by Dundee Securities Ltd. and Scotiabank, and including Canaccord Genuity Corp., National Bank Financial Inc., HSBC Securities (Canada) Inc., Macquarie Capital Markets Canada Ltd., M Partners Inc. and Sora Group Wealth Advisors Inc. (together the "Underwriters"), to purchase 40,000 convertible unsecured subordinated debentures of the Company (the "Debentures") at a price of $1,000 per Debenture for gross proceeds of $40,000,000 on a bought deal basis (the "Offering").
The Debentures, maturing June 30, 2020 ("Maturity"), will bear interest at a rate of 6.25% per annum from the Closing Date, payable semi-annually on the last day of June and December of each year commencing on June 30, 2013. The first interest payment will be made on June 30, 2013 and will consist of interest accrued from and including the Closing Date to June 30, 2013.
The Debentures will be convertible at the holder's option into common shares of WesternOne ("Common Shares") at any time prior to the close of business on the earlier of Maturity and the business day immediately preceding the date fixed for redemption of the Debentures at a conversion price of $11.75 per Common Share (the "Conversion Price"), being a ratio of approximately 85.1064 Common Shares per $1,000 principal amount of Debentures, subject to adjustment in certain events. Holders converting their Debentures will receive accrued and unpaid interest thereon, up to, but excluding, the date of conversion.
The Debentures will not be redeemable by WesternOne prior to June 30, 2016, and prior to June 30, 2018, the Debentures may be redeemed in whole or in part from time to time at WesternOne's option, provided that the volume weighted average trading price of the Common Shares on the Toronto Stock Exchange during the 20 consecutive trading days ending on the fifth trading day preceding the date on which the notice of the redemption is given is not less than 125% of the Conversion Price. On and after June 30, 2018 and prior to the Maturity Date, WesternOne may, at its option, redeem the Debentures, in whole or in part, from time to time at par plus accrued and unpaid interest.
Subject to specified conditions, WesternOne will have the right to repay the outstanding principal amount of the Debentures, on maturity or redemption, through the issuance of Common Shares. WesternOne will also have the option in certain circumstances to satisfy its obligation to pay interest through the issuance and sale of additional Common Shares.
The Company has also granted the Underwriters an over-allotment option to increase the size of the Offering by up to an additional 15%, such option being exercisable in whole or in part at any time prior to 30 days after the closing of the Offering.
The net proceeds from the Offering will be used to pay down existing credit facilities and for general corporate purposes including working capital.
Closing of the Offering is anticipated to occur on or about April 4, 2013 (the "Closing Date") and is subject to the receipt of applicable regulatory approvals including approval of the Toronto Stock Exchange.
The Debentures will be offered in all provinces of Canada (except Quebec) by way of a short form prospectus.
These securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of such Act.
This press release shall not constitute an offer to sell or a solicitation of any offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
WesternOne seeks to acquire and grow companies in the construction and infrastructure services sectors in order to generate stable and growing dividends for its shareholders and to achieve capital appreciation.
Additional information about WesternOne is available at www.weq.ca or www.sedar.com.
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 anticipated closing of the Offering and the anticipated use of net proceeds of the Offering. 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 the global economy and WesternOne's business 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 the 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 Equity Income Fund's Annual Information Form dated March 29, 2012 and WesternOne's Management's Discussion and Analysis dated March 11, 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.
THE TORONTO STOCK EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR THE ACCURACY OF THIS RELEASE.
WesternOne Equity Income Fund
Chief Financial Officer
Suite 910, 925 West Georgia Street
Vancouver, BC V6C 3L2