Versatile Announces Convertible Loan
December 23 2013 - 7:54PM
Marketwired
Versatile Announces Convertible Loan
MECHANICSBURG, PENNSYLVANIA--(Marketwired - Dec 23, 2013) -
Versatile Systems Inc. (TSX-VENTURE:VV) ("Versatile" or the
"Company") today announced that, further to its news release of
December 16, 2013, it has agreed with Bertrand des Pallieres and
SPQR Capital Holdings SA as to the terms of a convertible loan (the
"Convertible Loan").
Mr. des Pallieres, a director and significant shareholder of the
Company, and SPQR Capital Holdings SA, a corporation controlled by
Mr. des Pallieres, (together, the "Lenders") will loan the Company
an aggregate of $648,820 in the form of the Convertible Loan,
bearing an interest rate of 14% per annum and due two years from
the date of advance. The principal of the Convertible Loan will be
convertible at the option of the Lender into common shares of the
Company at a conversion price as follows: (a) if the Company's
previously announced 10 for 1 consolidation (the "Consolidation")
has not been completed, at a conversion price of $0.05 per share
until the first anniversary of closing and $0.10 per share
thereafter; and (b) following completion of the Consolidation at a
conversion price of $0.35 per share (equal to $0.035 per share
pre-Consolidation). The variable conversion price is necessary to
comply with the $0.05 minimum price rules of TSX Venture Exchange.
If the Consolidation is completed and all of the principal of the
Convertible Loan is converted, the Company will be required to
issue the equivalent of 18,537,714 pre-Consolidation common shares
to the Lenders. The Convertible Loan will be secured by a general
security agreement under which the Company will grant the Lenders a
security interest over the assets of the Company. The Company
anticipates the closing of the Convertible Loan will take place
within a week.
"I am thrilled with the progress being made by Versatile's
leadership team and very pleased to support them in this manner,"
said Mr. des Pallieres.
The Convertible Loan is subject to a number of conditions
precedent, including the approval of the TSX Venture Exchange. If
such conditions precedent are not satisfied the Convertible Loan
may not close.
The Convertible Loan will constitute a related party transaction
under Multilateral Instrument 61-101 ("MI 61-101") as Mr. des
Pallieres is a director of the Company and owns 33,167,500 common
shares of the Company, representing approximately 21.6% of the
Company's outstanding common shares. The Company proposes to rely
on the exemption from minority shareholder approval in section
5.7(1)(b) of MI 61-101. The aggregate principal amount of the
Convertible Loan and the previously announced bridge loan with Mr.
des Pallieres will be $1,435,220 which will be below 25% of the
Company's market capitalization calculated in accordance with
section 5.7(1)(b) of MI 61-101. If the Consolidation closes and the
Lenders convert all of the principal of the Convertible Loan, Mr.
des Pallieres' direct and indirect shareholdings in the Company
will increase to the equivalent of 51,705,214 pre-Consolidation
common shares, representing approximately 32.5% of the outstanding
common shares before taking into account any shares that may be
issued under the Corporation's previously announced proposed rights
offering. All of the disinterested directors of the Company, being
all of the directors other than Mr. des Pallieres, approved the
Convertible Loan.
About Versatile
Versatile is a multi-disciplinary technology company with
solutions across the mobile, digital signage, IT infrastructure,
software and hardware landscape. The company's products are
utilized by Fortune 500 companies, leading financial institutions,
large and small retail organizations. For more information please
visit www.versatile.com.
Forward-Looking Statements
This document may contain forward-looking statements relating to
Versatile's operations or to the environment in which it operates,
which are based on Versatile's operations, estimates, forecasts and
projections. These statements include the closing of the
Convertible Loan and the Rights Offering and the completion of the
Consolidation. These statements are not guarantees of future
performance and involve risks and uncertainties that are difficult
to predict or are beyond Versatile's control. A number of important
factors including those set forth in other public filings could
cause actual outcomes and results to differ materially from those
expressed in these forward-looking statements. Consequently,
readers should not place any undue reliance on such forward-looking
statements. In addition, these forward-looking statements relate to
the date on which they are made. Versatile disclaims any intention
or obligation to update or revise any forward-looking statements
whether as a result of new information, future events or
otherwise.
Neither TSX Venture Exchange nor its Regulation Service Provider
(as that term is defined in policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this
release.
© 2013 Versatile Systems Inc. All rights reserved.
Versatile Systems Inc.Kenny KahnChief Executive Officer(717)
620-2531inquiries@versatile.comwww.versatile.com