MISSISSAUGA, ONTARIO--(Marketwired - Aug. 26, 2016) -
NOT FOR DISTRIBUTION TO US NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
Cargojet Inc. ("Cargojet" or the "Corporation") (TSX:CJT)(TSX:CJT.A) is pleased to announce that it has increased the size of its previously announced public offering to C$115 million aggregate principal amount of convertible unsecured subordinated debentures due December 31, 2021 (the "Debentures") at a price of $1,000 per Debenture (the "Offering"). The transaction was increased from the original amount of C$100 million.
Cargojet has also granted the underwriters an option to purchase up to an additional C$10 million aggregate principal amount of Debentures, on the same terms and conditions, exercisable in whole or in part, for a period of 30 days following closing of the Offering. The Offering is expected to close on or about September 15, 2016.
The Debentures will be subordinated, unsecured obligations of Cargojet and will bear interest at a rate of 4.65% per annum, payable semi-annually in arrears on June 30 and December 31 of each year, commencing December 31, 2016. The Debentures will be convertible at any time at the option of the holders into common voting shares or variable voting shares, as applicable, at a conversion price of C$58.65 per share. The Debentures will mature on December 31, 2021.
The Debentures will not be redeemable prior to December 31, 2019. On and after December 31, 2019 and prior to December 31, 2020, the Debentures may be redeemed by the Corporation, in whole or in part from time to time, on not more than 60 days and not less than 40 days prior notice at a redemption price equal to their principal amount plus accrued and unpaid interest, if any, up to but excluding the date set for redemption, provided that the weighted average trading price of the common voting shares on the TSX for the 20 consecutive trading days ending five trading days prior to the date on which notice of redemption is provided is at least 125% of the conversion price. On or after December 31, 2020 and prior to the maturity date, the Corporation may, at its option, redeem the Debentures, in whole or in part, from time to time at par plus accrued and unpaid interest.
The Corporation intends to use the net proceeds of the Offering to refinance approximately C$103 million of US dollar denominated aircraft finance loans and for general corporate purposes.
A preliminary short form prospectus will be filed with securities regulatory authorities in all provinces and territories of Canada, excluding Quebec. The Offering is subject to customary regulatory approvals, including the approval of the Toronto Stock Exchange.
The securities to be offered have not been and will not be registered under the U.S. 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 such Act. 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 jurisdiction in which such offer, solicitation or sale would be unlawful.
Cargojet is Canada's leading provider of time sensitive overnight air cargo services and carries over 1,300,000 pounds of cargo each business night. Cargojet operates its network across North America each business night, utilizing a fleet of all-cargo aircraft.
Notice on Forward-Looking Statements:
Certain statements contained herein, including statements related to completion of the Offering and use of net proceeds of the Offering, constitute "forward-looking statements". Forward-looking statements look into the future and provide an opinion as to the effect of certain events and trends on the business. Forward-looking statements may include words such as "will," "may," "plans," "intends," "anticipates," "should," "estimates," "expects," "believes," "indicates," "targeting," "suggests" and similar expressions. These forward-looking statements are based on current assumptions and expectations of management and entail various risks and uncertainties. Factors that could cause results to differ materially from those contemplated or implied by the forward-looking statements include economic or financial conditions in North America and the financial markets, including fluctuations in interest rates. Reference should be made to the Corporation's most recent Annual Information Form filed with the Canadian securities regulators, and its most recent Annual Consolidated Financial Statements and Quarterly Financial Statements and Notes thereto and related Management's Discussion and Analysis (MD&A) for a summary of major risks. Actual results may materially differ from expectations, if known and unknown risks or uncertainties affect our business, or if our estimates or assumptions prove inaccurate. The Corporation assumes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or any other reason, other than as required by applicable securities laws. In the event the Corporation does update any forward-looking statement, no inference should be made that the issuer will make additional updates with respect to that statement, related matters, or any other forward-looking statement.