Hamilton Thorne Announces Conversion of US$300,000 of Outstanding Debentures Into Common Stock
October 02 2017 - 8:30AM
Hamilton Thorne Ltd. (TSX-V:HTL), a leading global provider of
precision instruments, consumables, software and services to the
Assisted Reproductive Technologies (ART) and developmental biology
research markets, announced today that, effective September 29,
2017, it has reached agreements (the “Conversion Agreements”), to
convert its US$300,000 in principal amount of unsecured
subordinated debentures originally dated August 29, 2012 (the
“Debentures”) to common shares at a conversion price of CDN$0.73
per share, being the closing market price the day before the
execution of the Conversion Agreements. Subject to TSX
Venture Exchange approval, a total of 511,642 shares will be issued
to the Debenture holders. The shares will be subject to a
four-month hold. Upon issuance of the shares and the payment
of all accrued interest, the Debentures will be discharged in
full. The transaction is expected to close no later than
October 16, 2017.
“We are pleased with the confidence and support shown by two of
our major investors in converting these Debentures into common
shares,” said Michael Bruns, Chief Financial Officer of Hamilton
Thorne Ltd. “This conversion allows us to reduce our annual
interest expense while conserving our cash for potential
acquisitions and other activities that will continue to grow our
business and increase shareholder value.”
Related Party Transactions
As both Debenture holders are insiders of the Company, the
Conversion Agreements constitute a “related party transaction”
pursuant to Multilateral Instrument 61-101 – Protection of Minority
Security Holders in Special Transactions (“MI 61-101”). The Company
is exempt from the formal valuation requirement of MI 61-101 in
connection with the Conversion Agreements in reliance on section
5.5(b) of MI 61-101, as no securities of the Company are listed or
quoted for trading on the Toronto Stock Exchange, the New York
Stock Exchange, the American Stock Exchange, the NASDAQ Stock
Market or a stock exchange outside of Canada and the United States.
Additionally, the Company is exempt from obtaining minority
approval in connection with the Conversion Agreements in reliance
on section 5.7(1)(b) of MI 61-101, as, in addition to the
foregoing, (i) neither the fair market value of the Debentures nor
the consideration received in respect thereof from insiders exceeds
$2.5 million, (ii) the Company has one or more independent
directors in respect of the Conversion Agreements who are not
employees of the Company, and (ii) all of the independent directors
have approved the Conversion Agreements.
A material change report in respect of the Conversion Agreements
will be released less than 21 days before the effective date of the
Debenture Amendments as the final details of the Conversion
Agreements were not settled until shortly prior to the date of this
news release.
About Hamilton Thorne Ltd.
(www.hamiltonthorne.com) Hamilton Thorne is a leading global
provider of precision instruments, consumables, software and
services that reduce cost, increase productivity, improve results
and enable breakthroughs in Assisted Reproductive Technologies
(ART) and developmental biology research markets. Hamilton Thorne
markets its products and services under the Hamilton Thorne,
Gynemed and Embryotech Laboratories brands, through its growing
sales force and distributors worldwide. Hamilton Thorne’s customer
base consists of fertility clinics, university research centers,
animal breeding facilities, pharmaceutical companies, biotechnology
companies, and other commercial and academic research
establishments.
Neither the TSX Venture Exchange, nor its regulation services
provider (as that term is defined in the policies of the exchange),
accepts responsibility for the adequacy or accuracy of this
release.
Certain information in this press release may contain
forward-looking statements. This information is based on current
expectations that are subject to significant risks and
uncertainties that are difficult to predict. Actual results might
differ materially from results suggested in any forward-looking
statements. The Company assumes no obligation to update the
forward-looking statements, or to update the reasons why actual
results could differ from those reflected in the forward-looking
statements unless and until required by securities laws applicable
to the Company. Additional information identifying risks and
uncertainties is contained in filings by the Company with the
Canadian securities regulators, which filings are available at
www.sedar.com.
For more information, please contact:
David Wolf, President & CEO
Hamilton Thorne
Ltd.
978-921-2050
ir@hamiltonthorne.com
Michael Bruns, Chief Financial OfficerHamilton
Thorne Ltd.978-921-2050ir@hamiltonthorne.com
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