VANCOUVER, Dec. 6, 2018 /CNW/ - WEQ Holdings Inc. (formerly
WesternOne Inc.) ("WEQ" or the "Corporation")
(Toronto Stock Exchange: WEQ and WEQ.DB) announced today that
following completion of closing of the sale of its equipment
rentals and heat business to United Rentals of Canada, Inc., which was announced on
November 30, 2018 (the "Asset Sale"), it has
attended to several key follow-up matters.
Change in Name and CUSIP/ISIN Number
The Corporation has received final approval from the Toronto
Stock Exchange ("TSX") for its previously completed name
change from WesternOne Inc. to WEQ Holdings Inc. Accordingly,
effective at the open of trading on Thursday, December 6, 2018: (i) the Corporation's
common shares will begin trading under new CUSIP 92941D100 and new
ISIN CA92941D1006; and (ii) the Corporation's outstanding
$51.75 million aggregate principal
amount 6.25% Convertible Series 3 Unsecured Subordinated Debentures
(the "Debentures") will begin trading under new CUSIP
92941DAA8 and new ISIN CA92941DAA87. The Corporation's common
shares and Debentures will maintain their existing trading symbols
of "WEQ" and "WEQ.DB", respectively, until such securities are
delisted from the TSX following the close of trading on
December 12, 2018.
Change of Control Offer
WEQ has commenced the process to offer to purchase all of the
Debentures at a price equal to 101% of the aggregate principal
amount thereof plus accrued and unpaid interest, if any, on such
Debentures up to, but excluding, the date of acquisition of such
Debentures, being January 4, 2019
(the "Change of Control Offer"). For each $1,000 principal amount of Debentures validly
tendered to the Change of Control Offer, the holders thereof will
receive $1,010.6849 in cash. The
semi-annual interest payment for the period from July 1, 2018 to December
30, 2018 will be paid separately by the Corporation on
December 31, 2018.
The Change of Control Offer has been made pursuant to
requirements of the debenture indenture dated as of February 26, 2010 between the Corporation's
predecessor and Computershare Trust Company of Canada (the "Debenture Trustee"), as
supplemented from time to time (the "Indenture"), under
which the Debentures were issued and are governed.
The Change of Control Offer is open for acceptance until
5:00 p.m. (Toronto time) on January 2, 2019 and has been filed on SEDAR at
www.sedar.com. Should a holder of Debentures elect not to tender
any or all of its Debentures to the Change of Control Offer, such
Debentures will be redeemed by the Corporation, as discussed
below.
The board of directors of WEQ has not made any recommendations
with respect to whether holders of Debentures should tender their
Debentures under the Change of Control Offer. Each holder of
Debentures must decide whether to tender their Debentures under the
Change of Control Offer. Holders of Debentures are urged to
evaluate carefully all information regarding the Debentures and the
Change of Control Offer on SEDAR at www.sedar.com and to consult
their own investment, legal, tax and other professional advisors
and to make their own decisions whether to tender their Debentures
under the Change of Control Offer.
This news release is not an offer to purchase, a solicitation of
an offer to purchase or a solicitation of consent with respect to
any securities. The Change of Control Offer is made solely by, and
subject to terms and conditions set forth in WEQ's notice and
related offer to purchase in respect of the Change of Control
Offer, a copy of which is available on SEDAR at www.sedar.com.
Persons with questions regarding the Change of Control Offer
should contact the depositary, Computershare Investor Services
Inc., at 100 University Avenue, Toronto,
Ontario M5J 1Y2 Attn: Corporate Actions, 8th floor, by
telephone at 1 (800) 564-6253 (Canada and U.S.) or 1 (514) 982-7555 (outside
North America), or by email at
corporateactions@computershare.com.
Redemption of Debentures
In addition to the Change of Control Offer, WEQ also intends to
deliver a notice of redemption pursuant to the Indenture on or
about December 6, 2018 providing
that, in the event the Change of Control Offer is not accepted with
respect to any or all of the Debentures, WEQ will redeem any
Debentures remaining outstanding on or about January 7, 2019 (the "Redemption Date").
Such Debentures will be redeemed on the Redemption Date upon
payment of a redemption amount of $1,001.1986 for each $1,000 principal amount of Debentures, being
equal to the aggregate of: (i) the aggregate principal amount
payable in respect of outstanding Debentures on the Redemption
Date; and (ii) all accrued and unpaid interest on the Debentures to
but excluding the Redemption Date (collectively, the "Total
Redemption Price").
The Total Redemption Price will be payable on the Redemption
Date at the following corporate trust office:
Computershare Trust Company of Canada
3rd Floor – 510 Burrard Street
Vancouver, British Columbia
V6C 3B9
Interest shall cease to be payable upon the principal amount of
Debentures called for redemption from and after the Redemption
Date.
Forward-Looking Information
Certain statements in this news release may constitute
"forward-looking information" within the meaning of applicable
Canadian securities laws, which information involves known and
unknown risks, uncertainties and other factors that 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:
WEQ's common shares and the Debentures will commence trading under
new CUSIP and ISIN numbers at the open of trading on the TSX on the
date of this news release and will continue to trade under their
existing trading symbols on the TSX until they are delisted from
the TSX at the close of trading on December
12, 2018; the Change of Control Offer; the deadline for
acceptance of the Change of Control Offer; the timing of the date
of acquisition for the Change of Control Offer; the payment of the
semi-annual interest payment on December, 31, 2018; WEQ's intention
to redeem all outstanding debentures after the completion of the
Change of Control Offer; the timing of the delivery of the notice
of redemption; and the timing and amount of payment for the
redemption of the Debentures. Actual events or results may
differ materially.
Although the forward-looking information contained in this news
release is based upon what WEQ's management believes to be
reasonable assumptions, WEQ cannot assure investors that actual
results will be consistent with such information. Certain key
expectations and assumptions made by WEQ and reflected in the
forward-looking information in this news release include without
limitation: WEQ's common shares and Debentures will be delisted in
accordance with the timing currently expected; the Change of
Control offer will be conducted in accordance with the terms of the
Indenture and the timing set forth above; the timing for the
delivery of the notice of redemption and the timing for the
redemption of the Debentures will be consistent with the timing set
forth above and will be completed in accordance with the terms of
the Indenture; the amounts payable to holders of Debentures under
the Change of Control Offer and through the redemption will be
consistent with the amounts disclosed herein and no events will
occur that will limit the ability of WEQ to make full payment of
such amounts to the holders of the Debentures.
Forward-looking information reflects current expectations of
management regarding future events and operating performance as of
the date of this news 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, including, without limitation: the risk that the
delisting of the common shares of WEQ and the Debentures from the
TSX may not occur in accordance with timing currently expected, or
at all; the risk that the timeline for the Change of Control Offer
will be delayed; the risk that the timeline for redemption of
Debentures will be delayed; and risk that an intervening event may
occur which limits the ability of WEQ to make payments to the
holders of Debentures in connection with the Change of Control
Offer and / or the redemption. Should any of the foregoing risks
materialize, or should assumptions underlying the forward-looking
information prove incorrect, actual results, performance,
activities or achievements could vary materially from those
expressed or implied by any forward-looking information contained
in this news release. Readers are cautioned that the foregoing list
of risks is not exhaustive. Additional information on these and
other risk factors that could affect the operations or financial
results of WEQ can be found under "Risk Factors" in WEQ's Annual
Information Form dated March 27,
2018, WEQ's Information Circular dated October 26, 2018 and Management's Discussion
& Analysis dated November 6,
2018, all of which are available on SEDAR at
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 WEQ. The
forward-looking information is made as of the date of this news
release and WEQ assumes no obligation to update or revise such
information to reflect new events or circumstances, except as may
be required by applicable law.
Additional Information
Additional information relating to WEQ and other public filings,
is available on SEDAR at www.sedar.com or on WEQ's website at
www.weq.ca.
Trading Symbols:
Toronto Stock Exchange: WEQ and WEQ.DB
THE TORONTO STOCK EXCHANGE HAS NOT REVIEWED AND DOES NOT
ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR THE ACCURACY OF THIS
RELEASE.
SOURCE WEQ Holdings Inc.