SOURCE: Premium Brands Holdings Corporation

Premium Brands Holdings Corporation

December 18, 2014 07:00 ET

Premium Brands Holdings Corporation Announces Upcoming Maturity of Its 7% Convertible Unsecured Subordinated Debentures

VANCOUVER, BC--(Marketwired - December 18, 2014) - Premium Brands Holdings Corporation (TSX: PBH) (the "Company") announced today that its 7% Convertible Unsecured Subordinated Debentures (the "7% Debentures") will mature on December 31, 2014 (the "Maturity Date"). The 7% Debentures were issued beginning November 9, 2009 in a total principal amount of $40,250,000 through a public offering and are listed for trading on the Toronto Stock Exchange under the trading symbol PBH.DB. As of December 17, 2014 an aggregate principal amount of $7,170,000 of the 7% Debentures have not yet been converted and remain issued and outstanding.

According to the trust indenture governing the 7% Debentures, the holder of each 7% Debenture has the right at such holder's option prior to the close of business on the Maturity Date (the "Conversion Deadline") to convert any part, which is $1,000 or an integral multiple thereof, of the principal amount of such 7% Debenture into common shares of the Company at the conversion price in effect as of the date of conversion. Holders who convert their 7% Debentures prior to the Conversion Deadline are entitled to receive accrued but unpaid interest in respect thereof up to the applicable interest payment date (either June 30 or December 31) on or next preceding the date of conversion, but shall not be entitled to receive any interest accrued or accruing on such 7% Debentures from the latest interest payment date until the date of conversion (unless the date of conversion falls on an interest payment date). Subject to certain adjustments contemplated by the trust indenture governing the 7% Debentures, the current conversion rate is 68.9655 common shares per $1,000 principal amount of 7% Debentures (equal to a conversion price of approximately $14.50 per common share). Holders must properly elect to convert their 7% Debentures before the Conversion Deadline in order to receive common shares.

Holders who do not convert their 7% Debentures prior to the Conversion Deadline will be entitled to receive $1,000 in cash for each $1,000 principal amount of 7% Debentures, together with any accrued but unpaid interest up to, but not including, the Maturity Date.

The Toronto Stock Exchange will halt trading of the 7% Debentures at the opening of the markets on the Maturity Date and will delist the 7% Debentures at the close of the markets on the Maturity Date.

FORWARD LOOKING STATEMENTS

This discussion and analysis contains forward looking statements with respect to the Company, including its business operations, strategy and financial performance and condition. These statements generally can be identified by the use of forward looking words such as "may", "could", "should", "would", "will", "expect", "intend", "plan", "estimate", "project", "anticipate", "believe" or "continue", or the negative thereof or similar variations.

Although management believes that the expectations reflected in such forward looking statements are reasonable and represent the Company's internal expectations and belief as of December 18, 2014, such statements involve unknown risks and uncertainties beyond the Company's control which may cause its actual performance and results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward looking statements.

Unless otherwise indicated, the forward looking information in this document is made as of December 18, 2014 and, except as required by applicable law, will not be publicly updated or revised. This cautionary statement expressly qualifies the forward looking information in this document.

About Premium Brands

Premium Brands owns a broad range of leading specialty food manufacturing and differentiated food distribution businesses with operations in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, Nevada, Ohio and Washington State. The Company services a diverse base of customers located across North America and its family of brands and businesses include Grimm's, Harvest, McSweeney's, Bread Garden Go, Hygaard, Hempler's, Quality Fast Foods, Gloria's Best of Fresh, Direct Plus, National Direct-to-Store Distribution (NDSD), Harlan Fairbanks, Creekside Bakehouse, Stuyver's Bakestudio, Centennial Foodservice, B&C Food Distributors, Shahir, Wescadia, Duso's, Maximum Seafood, SK Food Group, OvenPride, Hub City Fisheries, Audrey's, Deli Chef, Piller's and Freybe.

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