VEGREVILLE, ALBERTA and TORONTO, ONTARIO--(Marketwired - May 12, 2014) -
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
TerraVest Capital Inc. (TSX:TVK) (the "Company" or "TerraVest") today announced that it has entered into an agreement with a syndicate of underwriters consisting of National Bank Financial Inc. and Cormark Securities Inc. acting as co-leads and co-bookrunners, and including CIBC, TD Securities Inc., Raymond James Ltd., GMP Securities L.P., Laurentian Bank Securities Inc. and HSBC Securities (Canada) Inc. (collectively, the "Underwriters"), pursuant to which the Company will issue from treasury, and the Underwriters shall purchase on a "bought-deal" basis, 3,279,000 common shares (the "Shares"). The Shares will be offered to the public by way of a short form prospectus at a price of $6.10 per Share, for gross proceeds to the Company of $20,001,900 (the "Offering"). The Company intends to use the net proceeds of the Offering to repay indebtedness related to the acquisition of Gestion Jerico Inc. ("Jerico"), as well as for general corporate purposes.
Charles Pellerin, executive chairman of Jerico and director of TerraVest, currently owns 12.9% of the Company's outstanding common shares and has informed the Company that he intends to participate in the Offering by purchasing a minimum of $1,830,000worth of Shares.
The Underwriters have also been granted an over-allotment option to purchase up to 491,850 additional Shares, representing 15% of the size of the offering, from Geosime Capital Inc. The over-allotment option may be exercised until 30 days following the closing of the Offering.
The Company expects to file a preliminary short form prospectus relating to the Offering on May 16, 2014 and closing of the Offering is expected to occur on or about June 3, 2014. The Offering is subject to normal regulatory approvals, including approval of the Toronto Stock Exchange. The Shares will be offered in each of the provinces of Canada, excluding Quebec, and if offered in the United States, by way of private placement in accordance with applicable registration exemptions.
This news release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the Unites States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.
About TerraVest Capital Inc.
TerraVest is focused on evaluating opportunities in the fuel containment and pressure vessel sector. However, the Company will not be deterred from acquiring opportunities outside this scope if there is the ability to enhance shareholder value. The Company's shares trade on the TSX under the symbol TVK. Visit www.terravestcapital.com.
Caution concerning forward-looking statements
Certain statements contained or incorporated by reference herein, including those that express management's expectations or estimates of future developments or TerraVest future performance, constitute "forward-looking statements" within the meaning of applicable securities laws, and can generally be identified by words such as "will", "may", "could" "expects", "believes", "anticipates", "forecasts", "plans", "intends" or similar expressions. These statements are not historical facts but instead represent management's expectations, estimates and projections regarding future events and performance.
Forward-looking statements are necessarily based upon a number of opinions, estimates and assumptions that, while considered reasonable by management at the time the statements are made, are inherently subject to significant business, economic and competitive risks, uncertainties and contingencies. TerraVest cautions that such forward-looking statements involve known and unknown contingencies, uncertainties and other risks that may cause TerraVest's actual financial results, performance or achievements to be materially different from its estimated future results, performance or achievements expressed or implied by those forwardlooking statements. Numerous factors could cause actual results to differ materially from those in the forward-looking statements, including without limitation: completion of the Offering; impact of general economic conditions; its dependence on key customers; cyclical trends in TerraVest's customers' industries; sufficient availability of raw materials at economical costs; weather conditions, production and sales; TerraVest's ability to maintain existing customers or develop new customers; changes in accounting policies and methods, including uncertainties associated with critical accounting assumptions and estimates; changes in the value of the Canadian dollar relative to the US dollar; changes in tax laws and potential litigation; ability to obtain financing on acceptable terms; environmental damage caused by it and non-compliance with environmental laws and regulations; potential product liability and warranty claims and equipment malfunction. This list is not exhaustive of the factors that may affect any of TerraVest's forward-looking statements.
Investors are cautioned not to put undue reliance on forward-looking statements. All subsequent written and oral forward-looking statements attributable to TerraVest or persons acting on its behalf are expressly qualified in their entirety by this notice. Forward-looking information contained herein is made as of the date of this press release and, whether as a result of new information, future events or otherwise, TerraVest disclaims any intent or obligation to update publicly these forward-looking statements except as required by applicable laws.