/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, Oct. 19,
2023 /CNW/ - BBTV Holdings Inc. (TSX: BBTV) (OTCQX:
BBTVF) ("BBTV" or the "Company"), announced on
Tuesday, October 17, 2023 by way of
press release (the "Prior Release") that, based on a
recommendation of an independent special committee of the Company's
board of directors, it has entered into an arrangement agreement
with 15384150 Canada Inc. (the "Purchaser"), whereby the
Company will effect a going private transaction by way of a
statutory plan of arrangement (the "Arrangement") under
Section 192 of the Canada Business Corporations Act.
If the Arrangement is successfully completed, the Purchaser will
acquire, among other things, all of the issued and outstanding
publicly traded unsecured convertible debentures of the Company due
June 15, 2026 (the
"Debentures") that are listed on the Toronto Stock Exchange
(the "TSX") at a price of $100
per $1,000 principal amount of
debentures. The Prior Release also stated that accrued and unpaid
interest owing on the Debentures will be forgiven, settled and
extinguished for no consideration. Accordingly, management expects
that interest from the last payment date of December 31, 2022 to the redemption date of the
debentures (the closing date of the Arrangement transaction,
assuming all required approvals are obtained and all other closing
conditions are met) will not be paid. The TSX has advised the
Company that, as a result, the debentures will need to trade
on an interest flat basis going forward and in order to implement
this, trading in the debentures will be halted for the remainder of
Friday, October 20, 2023. TSX has
further advised that at the opening on Monday October 23, 2023 the Debentures will be
traded interest flat until further notice and that TSX will not
report accrued interest regarding any trades made on an interest
flat basis to its participating organizations.
Currency
All currency in this news release is in Canadian dollars, unless
otherwise indicated.
Notice Regarding Forward-Looking
Statements
This news release contains forward-looking information and
forward-looking statements (collectively, "forward-looking
statements") within the meaning of applicable securities laws,
regarding the Company's Arrangement and the payment of interest on
the Debentures. Such forward-looking statements include the planned
acquisition of the Debentures and the price to be paid for them,
and that if the Arrangement closes, accrued and unpaid interest
owing on the Debentures will be forgiven, settled and extinguished
for no consideration; trading in the debentures will be halted for
the remainder of Friday, October 20,
2023; at the opening on Monday
October 23, 2023 the Debentures will be traded interest flat
until further notice and TSX will not report accrued interest
regarding any trades made on an interest flat basis to its
participating organizations. Forward-looking statements are
necessarily based on a number of estimates and assumptions that the
Company considered appropriate and reasonable as of the date such
information is given, including but not limited to the assumptions
that the Arrangement will close as planned and no interest will be
paid by the Company on the Debentures; prior to closing, trading in
the Debentures will be on an "interest flat" basis and no
interest will be paid; trading in the Debentures will be halted for
the remainder of Friday, October 20,
2023; and at the opening on Monday
October 23, 2023 the Debentures will be traded interest flat
until further notice and TSX will not report accrued interest
regarding any trades made on an interest flat basis to its
participating organizations. Forward-looking statements are subject
to known and unknown risks, uncertainties, and other factors, many
of which are beyond the Company's control, that may cause actual
results, performance or achievements to be materially different
from those expressed or implied by such forward-looking statements,
including but not limited to the risk that the Company's
assumptions on which its forward-looking statements are based may
not be accurate; the inability of TSX to ensure trading is on
an "interest flat" basis; trading in the Debentures may not resume
on October 23, 2023 as anticipated;
TSX may change its policies regarding interest flat trading or
reporting of accrued interest; and the risk factors disclosed in
the Company's periodic reports publicly filed and available on its
SEDAR+ profile at www.sedarplus.ca. No assurance can be given that
any of the events anticipated by the forward-looking statements
will transpire or occur. The forward-looking statements contained
in this news release are made as of the date of this announcement
and the Company does not undertake any obligation to update such
forward-looking statements, whether as a result of new information,
future events or otherwise, except as expressly required by
applicable law.
For further information:
Media Relations
pr@bbtv.com
Investor Relations
ir@bbtv.com
Ron Shuttleworth, Partner
Oak Hill Financial Inc
rshuttleworth@oakhillfinancial.ca
(647)-500-7371
SOURCE BBTV Holdings Inc.