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MARKHAM, ON, March 14, 2016 /CNW/ - Nightingale Informatix
Corporation (TSXV: NGH) ("Nightingale" or the "Company"), a
cloud-based provider of electronic health record (EHR) software and
related services, announced today it has amended the terms of its
12% unsecured subordinated convertible debentures (the "Series B
Debentures") previously issued by the Company on September 12, 2012. In addition, the Company has
also amended the terms of its 10% secured convertible debentures
previously issued by the Company on March
12, 2013 (the "Series C Debentures"). These amendments
remain subject to the approval of the TSX Venture Exchange.
The amendments to the Series B Debentures include extending the
maturity date to September 30, 2016
and reducing the interest rate from 12% per annum to 8% per annum.
The Series B Debentures will also no longer be convertible at the
option of the holder and the Company will retain a right to redeem
the Series B Debentures at any time prior to maturity.
The amendments to the Series C Debentures include extending the
maturity date to September 30, 2016.
Holders of Series C Debentures will also be entitled to be paid an
additional 2% in the event the principal, accrued and unpaid
interest and all amounts owing under the Series C Debentures are
not repaid by the Company prior to the new maturity date. The
amendments to the Series C Debentures have been approved by the
requisite majority of holders of Series C Debentures pursuant to
the terms of a trust indenture between the Company and Equity Trust
Financial Company, as trustee.
Pursuant to Multilateral Instrument 61-101 – Protection of
Security Holders in Special Transactions ("MI 61-101"), the
amendments to the Series C Debentures are considered to be a
"related party transaction", as certain "related parties" of the
Company hold, or beneficially own, or have control or direction
over, directly or indirectly, an aggregate of $1,282,000 Series C Debentures. None of the
directors of the Company who are considered to be "related parties"
voted in connection with the approval of the amendments to the
Series C Debentures.
The Company is exempt from the formal valuation requirement of
MI 61-101 in connection with the aforementioned related party
transaction 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 shareholder approval in reliance
on section 5.7(1) (a) as neither the fair market value of the
subject matter of, nor the fair market value of the consideration
for, the transaction, insofar as it involves interested parties,
exceeds 25% of the market capitalization of the Company.
About Nightingale
For more than a decade, Nightingale
(TSX-V: NGH) has been delivering innovative cloud-based Electronic
Health Record (EHR) and Practice Management solutions to healthcare
organizations across Canada. Our
goal is to uncomplicate the day-to-day challenges of healthcare
providers. We achieve this by creating software that is truly
intuitive—minimizing training and maximizing adoption. We believe
so strongly in building easy-to-use software that we structured our
entire product team around user-centric design. Our clients are
benefiting from this focus through a well-supported and robust
solution that presents a holistic view of a person's well-being in
a simple, clean interface, so that the best health decisions can be
made. Nightingale - One Patient.
One Record,
www.nightingalemd.com.
Forward Looking Statement
This press release
contains "forward-looking statements" respecting the Company's
financial statements and the issuance and cancellation of
securities of the Corporation within the meaning of applicable
Canadian securities legislation. Generally, forward-looking
statements can be identified by the use of forward- looking
terminology such as "plans", "expects" or "does not expect",
"budget", "scheduled", "estimates", "forecasts", "intends",
"anticipates" or "does not anticipate", or "believes", or
variations of such words and phrases or state that certain actions,
events or results "may "could", "would", "might", "occur" or "be
achieved'. Forward-looking statements are subject to known and
unknown risks, uncertainties and other factors that may cause the
actual results, level of activity, performance or achievements of
Nightingale to be materially different from those expressed or
implied by such forward- looking statements, including but not
limited to: the ability of Nightingale to service the interest on
its debt and to repay the principal on its debt, including but not
limited to the Series B Debentures and the Series C Debentures;
risks associated with obtaining the required approval of the
Exchange for the amendments to the Series B Debentures and the
Series C Debentures and other approvals related to its debt; the
ability of Nightingale to successfully complete any strategic or
financial alternatives being considered; risks related to the
speculative nature of the medical software industry, which is
affected by numerous factors beyond Nightingale's control; the
ability of Nightingale to successfully secure customer contracts
and the timing of securing such contracts; the ability of
Nightingale to successfully develop and market the V10 platform;
the ability of Nightingale to complete and successfully integrate
its acquisitions on an accretive basis, Nightingale's access to
debt and capital facilities, including compliance with current debt
arrangements; the existence of present and possible future
government regulation; the significant competition that exists in
the medical software industry; the early stage of Nightingale's
business, and risks associated with early stage companies,
including uncertainty of revenues, markets and profitability and
the need to raise additional funding. All material assumptions used
in making forward-looking statements are based on management's
knowledge of current business conditions and expectations of future
business conditions and trends. Certain material factors or
assumptions applied by management in making forward-looking
statements, include without limitation, factors and assumptions
regarding future trends in healthcare spending, economic conditions
affecting Nightingale and North American economies; Nightingale's
ability to continue to fund its business, rates of customer
defaults, relationships with, and payments to lenders, as well as
Nightingale's operating cost structure.
Although Nightingale has attempted to identify important
factors that could cause actual results to differ materially from
those contained in forward-looking statements, there may be other
factors that cause results not to be as anticipated, estimated or
intended. There can be no assurance that such statements will prove
to be accurate, as actual results and future events could differ
materially from those anticipated in such statements. Accordingly,
readers should not place undue reliance on forward-looking
statements. Nightingale does not undertake to update any
forward-looking statements that are incorporated by reference
herein, except in accordance with applicable securities laws.
Further information, including a description of the risk factors
affecting the Company, on Nightingale Informatix Corporation is
available in the Company's management's discussion and analysis for
2015 and other continuous disclosure documents filed on
www.sedar.com.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
SOURCE Nightingale Informatix Corporation