AGI Announces $75 Million Offering of Senior Subordinated Unsecured Debentures and Redemption of Outstanding Debentures Due 2...
February 25 2019 - 10:01AM
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE
SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Ag Growth International Inc. (TSX: AFN) (“AGI” or the “Company”)
announced today that it has reached an agreement with a syndicate
of underwriters led by CIBC Capital Markets, National Bank
Financial Inc. and RBC Capital Markets (the “Underwriters”),
pursuant to which AGI will issue on a “bought deal” basis, subject
to regulatory approval, $75,000,000 aggregate principal amount of
senior subordinated unsecured debentures (the “Debentures”) at a
price of $1,000 per Debenture (the “Offering”). AGI has also
granted to the Underwriters an over-allotment option, exercisable
in whole or in part for a period expiring 30 days following
closing, to purchase up to an additional $11,250,000 aggregate
principal amount of Debentures at the same price. If the
over-allotment option is fully exercised, the total gross proceeds
from the Offering to AGI will be $86,250,000.
The net proceeds of the Offering will be used to
fund the redemption of the Company’s 5.25% Convertible Unsecured
Subordinated Debentures due December 31, 2019 (“2019 Debentures”),
to repay existing indebtedness and for general corporate
purposes.
A preliminary short form prospectus qualifying
the distribution of the Debentures will be filed with the
securities regulatory authorities in each of the provinces of
Canada (other than Quebec). Closing of the Offering is expected to
occur on or about March 19, 2019. The Offering is subject to normal
regulatory approvals, including approval of the Toronto Stock
Exchange.
The Debentures will bear interest from the date
of issue at 5.40% per annum, payable semi-annually in arrears on
June 30 and December 31 each year commencing June 30, 2019. The
Debentures will have a maturity date of June 30, 2024.
The Debentures will not be redeemable by the
Company before June 30, 2022, except upon the occurrence of a
change of control of the Company in accordance with the terms of
the indenture (the "Indenture") governing the Debentures. On and
after June 30, 2022 and prior to June 30, 2023, the Debentures may
be redeemed at the Company’s option at a price equal to 102.70% of
their principal amount plus accrued and unpaid interest. On or
after June 30, 2023, the Debentures will be redeemable at the
Company’s option at a price equal to their principal amount plus
accrued and unpaid interest.
The Company will have the option to satisfy its
obligation to repay the principal amount of the Debentures due at
redemption or maturity by issuing and delivering that number of
freely tradeable common shares in accordance with the terms of the
Indenture.
The Debentures will not be convertible into
common shares of the Company at the option of the holders at any
time.
Concurrent with the Offering, AGI announced
today that it has given notice of its intention to redeem its 2019
Debentures in accordance with the terms of the supplemental trust
indenture dated December 1, 2014. The redemption of the 2019
Debentures will be effective on April 2, 2019 (the "Redemption
Date"). Upon redemption, AGI will pay to the holders of 2019
Debentures the redemption price (the "Redemption Price") equal to
the outstanding principal amount of the 2019 Debentures to be
redeemed, together with all accrued and unpaid interest thereon up
to but excluding the Redemption Date, less any taxes required to be
deducted or withheld.
This press release is not an offer of Debentures
for sale in the United States. The Debentures may not be offered or
sold in the United States absent registration under the U.S.
Securities Act of 1933, as amended, or an exemption from such
registration. The Company has not registered and will not register
the Debentures under the U.S. Securities Act of 1933, as amended.
The Company does not intend to engage in a public offering of
Debentures in the United States. This press release shall not
constitute an offer to sell, nor shall there be any sale of, the
Debentures in any jurisdiction in which such offer, solicitation or
sale would be unlawful.
Company Profile
AGI is a leading provider of solutions for the global food
infrastructure, including seed, fertilizer, grain, feed, and food
processing systems. AGI has manufacturing facilities in Canada, the
United States, the United Kingdom, Brazil, and Italy and
distributes its product globally.
Further information can be found in the disclosure documents
filed by AGI with the securities regulatory authorities, available
at www.sedar.com and on AGI's website www.aggrowth.com.
For More Information Contact:
Investor Relations Steve Sommerfeld 204-489-1855
steve@aggrowth.com
Forward-Looking Information
This news release contains forward-looking
information within the meaning of applicable securities laws that
reflects our expectations regarding the future growth, results of
operations, performance, business prospects, and opportunities of
the Company. Forward-looking information may contain such words as
“anticipate”, “believe”, “continue”, “could”, “expect”, “intend”,
“plan”, “will” or similar expressions suggesting future conditions
or events. In particular, this press release includes
forward-looking statements relating to the proposed timing of
completion of the Offering and the anticipated use of the net
proceeds of the Offering. Such forward-looking information is based
on current expectations that involve a number of risks and
uncertainties which could cause actual results to differ from those
anticipated. These risks include, but are not limited to, the
failure or delay in satisfying any of the conditions to the
completion of the Offering. Additional information on these and
other factors that could affect AGI's operations, financial results
or dividend payments are described under “Risks and Uncertainties”
and "Forward-Looking Information" in our most recently filed
Management's Discussion and Analysis and Annual Information Form.
These factors should be considered carefully, and readers should
not place undue reliance on the Company’s forward-looking
information. We cannot assure readers that actual results will be
consistent with this forward-looking information and we undertake
no obligation to update such information except as expressly
required by law.
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