Under the trust indenture dated
The proposed amendments (the "Debenture Amendments") to the Debentures (as amended by the Debenture Amendments, the "Amended Debentures"), if approved by the Debentureholders, will result in:
- REDUCING the amount to be redeemed by the Corporation pursuant to the Partial Redemption from a principal amount of
US$22,000,000 to a principal amount ofUS$4,828,000 , plus accrued and unpaid interest thereon to, but excluding, the date of the redemption, to be payable in cash onSeptember 30, 2023 ; - DECREASING the conversion price of the Amended Debentures from
US$2.75 toUS$1.10 per share; - ADDING a covenant that the Corporation shall not make any cash repayment or redemption of principal on the Corporation's outstanding 7.00% convertible unsecured subordinated debentures due
January 31, 2025 (the "7% Debentures") whether before, on or after the maturity date of the 7% Debentures unless, prior to or contemporaneously with the repayment or redemption of 7% Debentures, it redeems or repays for cash an equal principal amount of the Amended Debentures; and - ADDING a covenant that the Corporation shall not issue (i) a new class or series of unsecured convertible debentures unless the maturity date for such debentures is at least 18 months after
September 30, 2026 or (ii) senior notes in exchange for, or to fund the cash repayment of, all or a portion of the 7% Debentures.
If the Debenture Amendments are approved by the Debentureholders, the effective date of the Debenture Amendments will be on the date that
The Board UNANIMOUSLY RECOMMENDS that the Debentureholders vote FOR the Debenture Amendments.
Debentureholders holding approximately 33% of the outstanding Debentures have either signed voting support agreements or provided written undertakings to vote the Debentures beneficially owned or controlled by them FOR the Debenture Amendments.
The record date for determining the Debentureholders entitled to receive notice of and vote at the Meeting is
Detailed voting instructions will be found in the Circular and accompanying proxy form or voting instruction form. The Meeting is scheduled to be held on
The Debenture Amendments are subject to the approval of the
Certain statements contained in this news release are forward-looking statements and are provided for the purpose of presenting information about management's current expectations and plans relating to the future. Readers are cautioned that such statements may not be appropriate for other purposes. These forward-looking statements include statements regarding: the Meeting date, the proposed Debenture Amendments, the anticipated Partial Redemption and the anticipated performance of the Corporation in 2023 and beyond. In some cases forward-looking information can be identified by such terms as "will", "would", "anticipate", "anticipated", "expect" and "expected". The forward-looking statements in this news release are based on certain assumptions, including assumptions regarding the Corporation's ability to complete the Partial Redemption and that existing trends being observed by the Corporation's seniors housing operating partners will continue. Such statements are subject to significant known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those expressed or implied by such statements and, accordingly, 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. Such risks include the risk that the Debenture Amendments will not be approved by either Debentureholders or the TSX, that the Partial Redemption will not occur as planned and that existing trends being observed by the Corporation's seniors housing operating partners will not continue, as well as those risks described in the Corporation's current annual information form and management's discussion and analysis, available on SEDAR at www.sedarplus.ca, which risks may be dependent on market factors and not entirely within the Corporation's control. Although management believes that it has a reasonable basis for the expectations reflected in these forward-looking statements, actual results may differ from those suggested by the forward-looking statements for various reasons. These forward-looking statements reflect current expectations of the Corporation as at the date of this news release and speak only as at the date of this news release. The Corporation does not undertake any obligation to publicly update or revise any forward-looking statements except as may be required by applicable law.
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