Chemtrade Logistics Income Fund Announces Commencement of Substantial Issuer Bid for All of Its 8.50% Convertible Debentures Due September 30, 2025 and Mailing of Offer to Purchase and Issuer Bid Circular
June 25 2024 - 5:05PM
Chemtrade Logistics Income Fund (TSX: CHE.UN) (“Chemtrade” or the
“Fund”) today announced the commencement of its previously
announced substantial issuer bid (the “Offer”), under which the
Fund is offering to purchase for cancellation up to all of its
issued and outstanding 8.50% Convertible Unsecured Subordinated
Debentures due September 30, 2025 (the “Debentures”) (CUSIP No.
16387PAK9). The Offer commences today and will expire at 5:00 p.m.
Eastern time on July 31, 2024, unless extended, varied or
terminated by the Fund.
The purchase price under the Offer is $1,300 in
cash per $1,000 principal amount of Debentures. In addition,
holders of Debentures (each, a “Debentureholder”) who tender and do
not withdraw their Debentures under the Offer will receive a cash
payment in respect of all accrued and unpaid interest on such
Debentures up to, but excluding, the date they are taken up by the
Fund pursuant to the Offer.
The full terms and conditions of the Offer are
described in detail in the offer to purchase and issuer bid
circular of the Fund and other related documents (collectively, the
“Offer Documents”), that have been mailed to Debentureholders and
which have been filed and are available under the Fund’s SEDAR
profile at www.sedarplus.ca. The Offer Documents provide important
information on the Offer, including instructions for tendering
Debentures to the Offer and the factors considered by the Board of
Trustees of Chemtrade in making its decision to approve the Offer.
Debentureholders should carefully read the Offer Documents prior to
making a decision with respect to the Offer. The Offer is not
conditional on any minimum number of Debentures being tendered but
is subject to various other conditions that are typical for a
transaction of this nature.
Desjardins Capital Markets is acting as dealer
manager and financial advisor to the Fund (the “Dealer Manager”) in
connection with the Offer.
Any questions or requests for information may be
directed to Computershare Investor Services Inc., as the depositary
(the “Depositary”) for the Offer, at 1-800-564-6253 (Toll
Free).
All of the Debentures are held in book-entry
form through the facilities of CDS Clearing and Depository Services
Inc. If you hold Debentures through a broker, dealer, commercial
bank, trust company or other nominee, you must contact such broker,
dealer, commercial bank, trust company or other nominee if you wish
to tender Debentures pursuant to the Offer. You should check with
such broker, dealer, commercial bank, trust company or other
nominee to determine whether they will charge you a fee for
tendering Debentures on your behalf. You should also confirm with
the broker, dealer, bank, trust company or other nominee any
deadlines by which you must provide your tender or deposit
instructions, because the relevant deadline set by such nominee may
be earlier than the deadlines set forth herein.
None of Chemtrade, the Board of Trustees, the
Dealer Manager, the Depositary or any of their respective
affiliates, makes any recommendation to any Debentureholder as to
whether to deposit or refrain from depositing all or a portion of
their Debentures under the Offer. Debentureholders must make their
own decisions as to whether to deposit or refrain from depositing
their Debentures, and, if tendered, the amount of their Debentures
to deposit. Debentureholders are strongly urged to review and
evaluate carefully all information in the Offer Documents, to
consult their own financial, tax and legal advisors, and to make
their own decisions as to whether to deposit Debentures under the
Offer and, if so, what principal amount of Debentures to deposit.
This news release does not constitute an offer to buy or the
solicitation of an offer to sell Debentures. The solicitation and
the offer to buy Debentures will only be made pursuant to the Offer
Documents.
About
Chemtrade
Chemtrade operates a diversified business
providing industrial chemicals and services to customers in North
America and around the world. Chemtrade is one of North America’s
largest suppliers of sulphuric acid, spent acid processing
services, inorganic coagulants for water treatment, sodium
chlorate, sodium nitrite and sodium hydrosulphite. Chemtrade is
also the largest producer of high purity sulphuric acid for the
semiconductor industry in North America. Chemtrade is a leading
regional supplier of sulphur, chlor-alkali products, and zinc
oxide. Additionally, Chemtrade provides industrial services such as
processing by-products and waste streams.
Caution Regarding Forward-Looking
Statements
Certain statements contained in this news
release constitute forward-looking statements within the meaning of
certain securities laws, including the Securities Act (Ontario).
Forward-looking statements can be generally identified by the use
of words such as “anticipate”, “continue”, “estimate”, “expect”,
“expected”, “intend”, “may”, “will”, “project”, “plan”, “should”,
“believe” and similar expressions. Specifically, forward-looking
statements in this news release include statements relating to the
Offer and the terms thereof, including the maximum principal amount
of Debentures that Chemtrade may purchase under the Offer; the
expiration time and expected timing for the take up and payment for
the Debentures; and the ability of Chemtrade to complete the
transactions described herein.
Forward-looking statements in this news release
describe the expectations of the Fund and its subsidiaries as of
the date hereof. These statements are based on assumptions and
involve known and unknown risks, uncertainties and other factors
that may cause actual results or events to differ materially from
those anticipated in such forward-looking statements for a variety
of reasons, including without limitation the risks and
uncertainties detailed under the “Risk Factors” section of the
Fund’s latest Annual Information Form and the “Risks and
Uncertainties” section of the Fund’s most recent Management’s
Discussion & Analysis.
Although the Fund believes the expectations
reflected in these forward-looking statements and the assumptions
upon which they are based are reasonable, no assurance can be given
that actual results will be consistent with such forward-looking
statements, and they should not be unduly relied upon. With respect
to the forward-looking statements contained in this news release,
the Fund has made assumptions regarding: there being no significant
disruptions affecting the operations of the Fund and its
subsidiaries.
Except as required by law, the Fund does not
undertake to update or revise any forward-looking statements,
whether as a result of new information, future events or for any
other reason. The forward-looking statements contained herein are
expressly qualified in their entirety by this cautionary
statement.
Further information can be found in the
disclosure documents filed by Chemtrade Logistics Income Fund with
the securities regulatory authorities, available at
www.sedarplus.ca.
For further information:
Rohit BhardwajChief Financial Officer Tel: (416) 496-4177
Ryan PaullSenior Manager, Corporate
DevelopmentTel: (973) 515-1831