VANCOUVER, BRITISH COLUMBIA--(Marketwire - March 14, 2013) -
NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRES
WesternOne Inc. ("WesternOne") (TSX:WEQ)(TSX:WEQ.DB.B)(TSX:WEQ.DB.C) announced today that in response to strong investor demand, it has agreed to increase the size of its previously announced offering of convertible debentures ("Debentures"). Pursuant to a revised 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"), the Underwriters have now agreed to purchase, on a bought deal basis, 45,000 Debentures priced at $1,000 per Debenture (the "Offering"), for total gross proceeds of $45 million.
The Debentures, maturing June 30, 2020 ("Maturity"), will bear interest at a rate of 6.25% per annum, payable semi-annually on the last day of June and December of each year commencing June 30, 2013. The first interest payment will be made on June 30, 2013.
The Debentures will be convertible at the holder's option, subject to certain conditions, into common shares of WesternOne ("Common Shares") at a conversion price of $11.75 (the "Conversion Price") per Common Share 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.
The Debentures will not be redeemable by WesternOne prior to June 30, 2016. On or after June 30, 2016 and prior to June 30, 2018, the Debentures may be redeemed in whole or in part at the option of WesternOne at a price equal to their principal amount plus accrued and unpaid interest, provided that the current market price, defined as the volume weighted average trading price of the Common Shares on the Toronto Stock Exchange for the 20 consecutive trading days ending five trading days prior to the applicable date, on the date on which the notice of redemption is given is not less than 125% of the Conversion Price. On or after December June 30, 2018 and prior to Maturity, the Debentures may be redeemed in whole or in part at the option of WesternOne at a price equal to their principal amount 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.
Closing of the Offering, which is subject to customary conditions and regulatory approvals, including approval of the Toronto Stock Exchange, is expected to occur on or about April 4, 2013. WesternOne has also granted the Underwriters an over-allotment option to purchase, on the same terms, up to an additional 6,750 Debentures. This option is exercisable, in whole or in part, by the Underwriters at any time up to 30 days after closing. The maximum gross proceeds raised under the Offering will be $51.75 million should the over-allotment option be exercised in full.
The net proceeds from this Offering will be used to pay down existing credit facilities and for general corporate purposes including working capital.
The Debentures to be issued under the Offering will be offered by way of a short-form prospectus to be filed with securities regulatory authorities in each of the provinces in Canada except Quebec.
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 application 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.
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.
WesternOne seeks to acquire and grow companies in the construction and infrastructure services sectors in order to generate stable and growing dividends to its shareholders and to achieve capital appreciation.
Additional information about WesternOne is available at www.weq.ca or www.sedar.com.
THE TORONTO STOCK EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR THE ACCURACY OF THIS RELEASE.
Manager - Investor Relations