EDMONTON, ALBERTA--(Marketwired - Sept. 8, 2016) -
NOT FOR RELEASE OVER U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE U.S.
Liquor Stores N.A. Ltd. ("Liquor Stores" or the "Company") (TSX:LIQ) is pleased to announce that it has entered into an agreement with a syndicate of underwriters led by CIBC Capital Markets and National Bank Financial Inc. under which the underwriters have agreed to purchase C$67,500,000 aggregate principal amount of convertible unsecured subordinated debentures due January 31, 2022 (the "Debentures") at a price of $1,000 per Debenture (the "Offering").
The Debentures will be subordinated, unsecured obligations of Liquor Stores and will bear interest at a rate of 4.70% per annum, payable semi-annually in arrears on January 31 and July 31 of each year, commencing July 31, 2017. The Debentures will be convertible at any time at the option of the holders into common shares of the Company ("Common Shares") at a conversion price (the "Conversion Price") of C$14.60 per share, based on a conversion premium of approximately 40%.
The Debentures will not be redeemable prior to January 31, 2020. On and after January 31, 2020 and prior to January 31, 2021, the Debentures may be redeemed by the Company, in whole or in part from time to time, on not more than 60 days and not less than 30 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 volume-weighted average trading price of the Common 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 January 31, 2021 and prior to the maturity date, the Company may, at its option, redeem the Debentures, in whole or in part, from time to time at par plus accrued and unpaid interest.
Liquor Stores intends to use the net proceeds of the Offering to initially repay indebtedness, providing financial flexibility in order to redeem, when permitted, the 5.85% convertible unsecured subordinated debentures of the Issuer due April 2018.
A short-form prospectus qualifying the distribution of the Debentures will be filed with securities regulatory authorities in all of the provinces of Canada. The Offering is subject to customary regulatory and stock exchange approvals, with closing expected to occur on or about September 29, 2016.
The securities to be offered have not been and will not be registered under the U.S. Securities Act of 1933 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 securities in any jurisdiction.
ABOUT LIQUOR STORES N.A. LTD.
The Company operates 252 retail liquor stores in Alberta, British Columbia, Alaska, Kentucky and New Jersey. Liquor Stores' retail brands include: Liquor Depot, Liquor Barn, and Wine and Beyond in Alberta (179 stores); Liquor Depot and Liquor Barn in British Columbia (34 stores); Brown Jug in Alaska (22 stores); Liquor Barn "The Ultimate Party Source" and Liquor Barn Express in Kentucky (15 stores); and Joe Canal's Discount Liquor Outlet in New Jersey (two stores). The Company's common shares and existing convertible unsecured subordinated debentures trade on the Toronto Stock Exchange under the symbols "LIQ" and "LIQ.DB.A", respectively.
Additional information about Liquor Stores N.A. Ltd. is available at www.sedar.com and the Company's website at www.liquorstoresna.com.
This press release contains certain forward-looking statements ("forward-looking statements") within the meaning of applicable Canadian securities laws. Forward-looking statements are often, but not always, identified by the use of words such as "anticipate", "believe", "plan", "intend", "objective", "continuous", "ongoing", "estimate", "expect", "may", "will", "project", "should" or similar words suggesting future outcomes. In particular, this press release includes forward-looking statements relating to the proposed timing of completion of the offering and the anticipated use of the net proceeds of the offering. These statements are based on current expectations that involve a number of risks and uncertainties which could cause actual results to differ from those anticipated. These risks include, but are not limited to, the failure or delay in satisfying any of the conditions to the completion of the offering. Additional information on these and other factors that could affect Liquor Stores' operations, financial results or dividend payments are included in Liquor Stores' annual information form and other reports on file with Canadian securities regulatory authorities which can be accessed through the SEDAR website at www.sedar.com. Liquor Stores 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 Liquor Stores does update any forward-looking statement, no inference should be made that it will make additional updates with respect to that statement, related matters, or any other forward-looking statement.