REGINA, SASKATCHEWAN--(Marketwired - Sept. 16, 2013) -
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Input Capital Corp. ("Input" or the "Company") (TSX VENTURE:INP) announced today that it has entered into an agreement with a syndicate of underwriters led by GMP Securities L.P. and including Beacon Securities Limited, National Bank Financial Inc., Acumen Capital Financial Partners Limited, AltaCorp Capital Inc. and Cormark Securities Inc. (collectively, the "Underwriters"), pursuant to which the Underwriters have agreed to purchase, on a bought deal basis pursuant to the filing of a short form prospectus, 7,968,750 Class A common voting shares (the "Common Shares") of the Company, at a price of C$1.60 per Common Share (the "Offering Price") for aggregate gross proceeds to Input of C$12,750,000 (the "Public Offering"). The Company has also granted to the Underwriters an over-allotment option to purchase up to an additional 1,195,313 Common Shares at the Offering Price, exercisable in whole or in part, at any time on or prior to the date that is 30 days following the Closing Date (as defined below). If this over-allotment option is exercised in full, an additional C$1,912,500 will be raised pursuant to the Public Offering and the aggregate gross proceeds of the Public Offering will be C$14,662,501. The Common Shares under the Public Offering will be offered by way of a short form prospectus to be filed in all of the provinces of Canada.
In addition, the Company has entered into an agreement with two wholly-owned subsidiaries of Catlin Group Limited (the "Strategic Investors"), pursuant to which the Strategic Investors have agreed to purchase on a private placement basis (the "Private Placement Offering") an aggregate of 10,881,250 Common Shares, representing approximately 19.99% of the issued and outstanding Common Shares after giving effect to such issuance and the Public Offering, at a price of C$1.60 per Common Share for aggregate gross proceeds of C$17,410,000 (the "Strategic Investment"). As part of the Private Placement Offering, the Company has also agreed to issue additional Common Shares to the Strategic Investors at the same price if the size of the Public Offering is increased or if the over-allotment option under the Public Offering is exercised so that the Strategic Investors may maintain an equity stake of up to 19.99% of the issued and outstanding Common Shares in such circumstances.
In connection with the Private Placement Offering, the Company will, subject to certain terms and conditions, grant the Strategic Investors (i) a pre-emptive right to maintain their then existing aggregate percentage ownership interest in the Company in the case of future equity financings by the Company, and (ii) the right to have a nominee recommended for election to Input's board of directors or otherwise to appoint an observer to attend and observe all board meetings of the Company, in either case for so long as the Strategic Investors and their affiliates hold at least an aggregate of 15% of the issued and outstanding Common Shares (excluding any Common Shares resulting from an issuance which the Strategic Investors were not entitled to participate in). In addition, until the earlier of (i) the first anniversary of the date that the Strategic Investors' board nominee ceases to be a director of Input or the Strategic Investors no longer have an observer of the board of the Company and (ii) such time as the Strategic Investors and their affiliates cease to hold an aggregate of 15% or more of the issued and outstanding Common Shares, the Strategic Investors will be subject to standstill provisions restricting their ability to, among other things, commence a take-over bid, insider bid or similar transaction, solicit proxies or participate or join in any proxy or voting group or initiate any shareholder proposal in respect of Input.
The Company intends to use the net proceeds from the Public Offering and the Private Placement Offering for the purposes of entering into canola streaming contracts and for working capital and general corporate purposes. The Public Offering and the Private Placement Offering are expected to close on or about October 4, 2013 (the date of closing being the "Closing Date") and are subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and stock exchange approvals, including the approval of the TSX Venture Exchange and the applicable securities regulatory authorities. In addition, a condition in favour of the Strategic Investors to the closing of the Strategic Investment is that the Public Offering (excluding any over-allotment option exercise) closes concurrently with the closing of the Strategic Investment. Similarly, a condition in favour of the Underwriters to the closing of the Public Offering (unless waived by GMP Securities L.P. on behalf of the Underwriters) is that the Strategic Investment closes concurrently with the closing of the Public Offering (excluding any over-allotment option exercise) on the Closing Date. Accordingly, if such condition is not satisfied but is waived by the Underwriters, the Public Offering could close notwithstanding that the Private Placement Offering does not close and vice versa.
ANY SECURITIES REFERRED TO HEREIN WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "1933 ACT") AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO A U.S. PERSON IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT. This press 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.
This release includes forward-looking statements regarding Input and its business. Such statements are based on the current expectations and views of future events of Input's management. In some cases the forward-looking statements can be identified by words or phrases such as "may", "will", "expect", "plan", "anticipate", "intend", "potential", "estimate", "believe" or the negative of these terms, or other similar expressions intended to identify forward-looking statements. The forward-looking events and circumstances discussed in this release may not occur and could differ materially as a result of the failure to complete the Public Offering and/or the Private Placement Offering, known and unknown risk factors and uncertainties affecting Input, including risks regarding the agricultural industry, economic factors and the equity markets generally and many other factors beyond the control of Input. No forward-looking statement can be guaranteed. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statement or information. Accordingly, readers should not place undue reliance on any forward-looking statements or information. Forward-looking statements speak only as of the date on which they are made and Input undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by applicable securities laws.