/THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR
DISTRIBUTION TO UNITED STATES
NEWSWIRE SERVICES OR DISSEMINATION IN THE
UNITED STATES./
VANCOUVER, BC, June 2, 2021 /CNW/ - BBTV Holdings Inc.
(TSX: BBTV) (OTCQX: BBTVF) ("BBTV" or the "Company"),
further to its news release on May 26,
2021, is pleased to announce that it has filed, and obtained
a receipt for, a preliminary short form prospectus (the
"Prospectus") with the securities regulatory authorities in
each of the provinces of Canada,
in connection with an offering of 7.0% unsecured convertible
debentures (the "Convertible Debentures"). Pursuant to
an underwriting agreement entered into among the Company, Eight
Capital and Canaccord Genuity Corp. (together, the "Co-Lead
Underwriters"), together with a syndicate of underwriters,
including Stifel GMP, Scotia Capital Inc., CIBC Capital Markets,
Cormark Securities Inc., Desjardins Capital Markets, PI Financial
Corp. and Roth Canada, ULC (collectively, the
"Underwriters"), the Underwriters have agreed to upsize the
previously announced $15 million
bought deal offering in order to accommodate a purchaser on the
Company's presidents list. Pursuant to the upsized
transaction terms, the Underwriters have agreed to purchase, on a
"bought deal" basis, 15,020 Convertible Debentures at a price of
$1,000 per Convertible Debenture (the
"Issue Price") for gross proceeds of $15,020,000 (the "Offering"). A copy of
the Prospectus is available under the Company's profile on SEDAR at
www.sedar.com.
The Company has granted the Underwriters an over-allotment
option to purchase up to an additional 15% of the Convertible
Debentures issuable pursuant to the Offering, exercisable in whole
or in part, at any time on or prior to the date that is 30 days
following the closing of the Offering.
The Convertible Debentures will have a maturity date of five
years from the closing date of the Offering (the "Maturity
Date") and will bear interest from the date of closing at 7.0%
per annum, payable annually on December
31 of each year. The Convertible Debentures will be
convertible, at the option of the holder, into subordinate voting
shares of the Company ("Shares") at any time prior to the
close of business on the last business day immediately preceding
the Maturity Date at a conversion price of $10.55 per Share (the "Conversion Price").
The Company may force the conversion of the principal amount of the
then outstanding Convertible Debentures at the Conversion Price on
not less than 30 days' notice if, at any time following the date
that is 4 months and 1 day following the Closing Date, the closing
price of the Shares is greater than $20.00 for the preceding 20 consecutive trading
days (a "Mandatory Conversion"). In the event of a
Mandatory Conversion prior to the 3-year anniversary of the Closing
Date (the "3-year Anniversary"), in addition to any unpaid
and accrued interest, the holders of Convertible Debentures shall
be entitled to an amount equal to interest that would otherwise be
payable from the time of the Mandatory Conversion until the 3-year
Anniversary.
The Company has applied to list the Convertible Debentures and
the underlying Shares on the Toronto Stock Exchange (the
"Exchange"). Listing will be subject to the Company
fulfilling all of the requirements of the Exchange.
The Offering is scheduled to close on or about June 15, 2021 and is subject to certain
conditions including, but not limited to, closing of the Company's
concurrent non-brokered private placement offering of a minimum of
20,000 Convertible Debentures at the Issue Price for gross proceeds
of $20,000,000 and the receipt of all
necessary regulatory approvals, including the approval of the
Exchange.
The Prospectus contains important information relating to the
Offering and has not yet become final for purposes of a
distribution of securities to the public. No securities regulatory
authority has either approved or disapproved the contents of this
news release. This news release does not constitute an offer to
sell or the solicitation of an offer to buy, nor shall there be any
sale or any acceptance of an offer to buy these securities in any
province or territory of Canada
prior to the time of receipt for the final prospectus or other
authorization is obtained from the securities regulatory authority
in such province or territory. Copies of the Prospectus may be
obtained from any of the Underwriters and will be available under
BBTV Holdings' profile on SEDAR at www.sedar.com.
This news release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the
securities in any state in which such offer, solicitation or sale
would be unlawful. The securities being offered have not been, nor
will they be, registered under the United States Securities
Act of 1933, as amended, and may not be offered or sold in
the United States absent
registration or an applicable exemption from the registration
requirements of the United States Securities Act of
1933, as amended, and applicable state securities laws.
BBTV HOLDINGS INC.
Per: "Shahrzad
Rafati"
Shahrzad Rafati
Chief Executive Officer
About BBTV
BBTV is a global media and technology company headquartered in
Vancouver, Canada. The Company's
mission is to help content creators become more successful. With
creators ranging from individuals to global media brands, BBTV
provides a comprehensive, end-to-end solution to increase
viewership and drive revenue powered by its innovative technology,
while allowing creators to focus on their core competency – content
creation. In January 2021, BBTV had
the second most unique monthly viewers among digital platforms with
more than 600 million globally, who consumed more than 50 billion
minutes of video content, the most among media
companies1. (www.bbtv.com)
1Comscore's "Top 12 Countries = January
2021 comScore Video Metrix Media Trend –Multi-Platform –Top 100
Video Properties Report"; Top 12 countries represent ~50% of
world's digital population.
|
Notice Regarding Forward Looking Statements
This news release contains forward-looking information within
the meaning of applicable securities legislation, including
statements with regards to: the exercise by the Underwriters of the
over-allotment option; the listing of the Convertible Debentures on
the Exchange; receipt of regulatory and Exchange approval of the
Offering; the Offering and closing of the Offering and the timing
thereof. Such forward looking information reflects the Company's
current expectations regarding future events. Forward-looking
information is based on a number of assumptions and is subject to a
number of risks and uncertainties, many of which are beyond the
Company's control, which could cause actual results and events to
differ materially from those that are disclosed in or implied by
such forward-looking information. Such risks and uncertainties
include, but are not limited to: the inability of the Company to
close the Offering for any reason; risks inherent in the
technology, media, advertising, and creator economy sectors in
general; business disruption and operation risks related to
COVID-19; other factors beyond the control of the Company; and the
risk factors disclosed in the Company's periodic reports publicly
filed and available at www.sedar.com. The Company does not
undertake any obligation to update such forward-looking
information, whether as a result of new information, future events
or otherwise, except as expressly required by applicable law.
Media Relations
Dan
Gamble
Head of PR & Corporate Communications
778-873-0422
dgamble@bbtv.com
Investor Relations
ir@bbtv.com
Ron Shuttleworth
Partner
Oak Hill Financial Inc
(647)–500–7371
rshuttleworth@oakhillfinancial.ca
BBTV-C
SOURCE BBTV Holdings Inc.