Tuckamore Capital Management Inc.
TSX : TX
TSX : TX.DB.B

Tuckamore Capital Management Inc.

February 25, 2016 18:54 ET

Tuckamore Announces Shareholder Approval for Refinancing Transactions and Launch of Rights Offering

TORONTO, ONTARIO--(Marketwired - Feb. 25, 2016) -

NOT FOR DISTRIBUTION THROUGH UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Tuckamore Capital Management Inc. (TSX:TX)(TSX:TX.DB.B) ("Tuckamore" or the "Company") is pleased to announce that, further to its press release dated January 26, 2016 in respect of certain proposed refinancing transactions and subsequent update announcements, shareholders of the Company have today overwhelmingly approved a resolution approving the Company's proposed Refinancing Transactions (as described in Tuckamore's press release dated January 26, 2016) which included approval of certain related waivers under the Company's shareholder rights plan agreement dated as of August 20, 2014 between the Company and CST Trust Company, as more fully described in Tuckamore's management information circular dated January 25, 2016 (the "Refinancing Resolution").

The Refinancing Resolution was approved at a reconvened special meeting of shareholders which was originally scheduled to be held on February 19, 2016 and which was adjourned in order to provide the Company with additional time to finalize the definitive terms of the related Rights Offering (as defined below).

As required pursuant to applicable securities law and the rules of the Toronto Stock Exchange (the "TSX"), the Refinancing Resolution was approved by the requisite majority of disinterested shareholders of the Company for purposes of "minority approval" under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions and for purposes of the rules of the TSX. Canso Investment Counsel Ltd. ("Canso"), in its capacity as portfolio manager for and on behalf of certain accounts that it manages, is a party to the Refinancing Transactions. Canso, in its capacity as portfolio manager for and on behalf of certain accounts that it manages, is a significant shareholder of the Company and a significant holder of Existing Debentures (as defined below). Accordingly, a total of 17,680,650 common shares of the Company controlled or directed by Canso, in its capacity as portfolio manager for and on behalf of certain accounts that it manages, were excluded from the vote on the Refinancing Resolution. Details of the voting results from today's reconvened special meeting of shareholders are set out below.

Matter Votes FOR Votes AGAINST TOTAL
Refinancing Resolution 66,064,285 355,917 66,420,202
(99.46%) (0.54%) (100%)

Launch of Rights Offering

As a result of the aforementioned shareholder approval and the filing by the Company of, and the issuance of a receipt by the Ontario Securities Commission for, the Company's short form prospectus dated February 24, 2016 (the "Final Prospectus"), the Company is also pleased to announce that it has launched its previously announced offering to shareholders of transferable rights (the "Rights Offering") to purchase 10.00% Second Lien Secured Convertible Debentures due 2026 of the Company (the "Convertible Secured Debentures") in an aggregate principal amount of up to $10,000,000 (such Convertible Secured Debentures referred to as the "Offered Debentures"). The Company is pleased to confirm that the Final Prospectus in respect of the Rights Offering is now being sent to securityholders.

Pursuant to the Rights Offering, and as fully described in the Final Prospectus, shareholders of record as of February 18, 2016 will receive one right (a "Right") for each common share held. For every 1,099.41241 Rights held, an eligible holder thereof is entitled to purchase, under a basic subscription right, $100 principal amount of Offered Debentures at a subscription price of $100, provided such Rights are duly exercised and subscription funds are received by CST Trust Company (the "Subscription Agent") prior to 5:00 p.m. (Toronto time) on March 17, 2016 (the "Expiry Date"). Eligible holders of rights who exercise in full their basic subscription right will also be entitled to subscribe for additional Offered Debentures, if available, pursuant to an additional subscription privilege.

The Rights and the Offered Debentures issuable upon exercise of Rights are not being distributed or offered to shareholders of the Company in any jurisdiction other than the provinces and territories of Canada and, except under limited circumstances described in the Final Prospectus, Rights may not be exercised by or on behalf of a shareholder of the Company resident in a jurisdiction other than a province or territory of Canada. Rights not exercised before 5:00 p.m. on the Expiry Date will be void and of no value.

The completion of the Rights Offering is conditional upon certain conditions as set out in the Final Prospectus having been satisfied concurrently with or prior to the completion of the Rights Offering.

As described in the Final Prospectus, the Subscription Agent will hold all funds it receives on account of the exercise of Rights for the benefit of purchasers until completion of the Rights Offering. If the Rights Offering is not completed for any reason, the aggregate subscription price received by the Subscription Agent will be returned to purchasers promptly, without interest or deduction.

The net proceeds of the Rights Offering will be used by the Company together with the other proceeds of the Refinancing Transactions, as well as expected proceeds of disposition of certain assets of the Company and expected available borrowings under a credit agreement between, among others, the Company or a subsidiary thereof, as borrower, and Bank of Montreal, as administrative agent (the "BMO Facility Credit Agreement"), to repay the Company's outstanding indebtedness including under the 8.00% secured debentures due March 23, 2016 (the "Existing Debentures") and the third amended and restated credit agreement dated as of March 9, 2012 (as amended, the "Credit Agreement"), and to provide additional cash to fund the Company's ongoing working capital requirements.

The Rights Offering is fully back-stopped by Canso, in its capacity as portfolio manager for and on behalf of certain accounts that it manages, who has committed to purchase, in its capacity as portfolio manager for and on behalf of certain accounts that it manages, any Offered Debentures not subscribed for pursuant to the basic subscription right and additional subscription privilege pursuant to a backstop commitment letter dated January 25, 2016 between Canso and the Company (the "Backstop Commitment Letter"). Such Offered Debentures (if any) will be purchased by Canso, in its capacity as portfolio manager for and on behalf of certain accounts that it manages, under the terms and conditions of a purchase agreement between Canso and the Company dated January 25, 2016 (the "Purchase Agreement") (as amended) in respect of the Refinancing Transactions. To the knowledge of the Company, Canso, in its capacity as portfolio manager for and on behalf of certain accounts that it manages, intends to exercise not less than substantially all of the Rights available to it pursuant to the basic subscription right and the additional subscription privilege.

The material terms and conditions of the Convertible Secured Debentures, including the Offered Debentures which may be issued upon the exercise of Rights, are summarized in the Final Prospectus.

As previously announced, the TSX has conditionally approved the listing for trading of the rights in respect of the Rights Offering as well as the Convertible Secured Debentures (when and if issued).

Further details regarding the Rights Offering are available in the Final Prospectus, which is available under Tuckamore's profile on SEDAR at www.sedar.com. Reference should be made to the Final Prospectus in respect of the Rights Offering for the full terms and conditions of the Rights Offering.

Copies of the Backstop Commitment Letter and the Purchase Agreement are publicly available under the Company's SEDAR profile at www.sedar.com. Promptly following the execution thereof, additional material documents relating to the Refinancing Transactions, including the trust indenture governing the Convertible Secured Debentures and BMO Facility Credit Agreement, will also be publicly available under the Company's SEDAR profile at www.sedar.com, as required by applicable securities laws.

Due Bill Trading

As the commencement of the Rights Offering was conditional upon the receipt of requisite shareholder approval at the special meeting of shareholders as described above and the filing of, and the issuance of a receipt for, the Final Prospectus in respect of the Rights Offering, the TSX had advised the Company that due bills would be used in connection with the Rights Offering to ensure that the Company's common shares do not effectively begin to trade on an ex-rights basis until the rights are issued.

Accordingly, the key dates in respect of the due bill trading of the Company's common shares are as follows:

  • Due bill trading commenced on February 16, 2016, being two trading days before the record date, so that trades settling after the record date will have due bills attached.
  • The record date to determine shareholders entitled to receive the Rights was February 18, 2016.
  • The distribution date is February 25, 2016.
  • The ex-rights date will be February 26, 2016 (the first trading day after the distribution date).
  • The due bill redemption date in respect of the distribution date will be March 1, 2016 (the second trading day after the ex-rights date, when all trades with due bills attached have settled).
  • The due bill payment date in respect of the distribution date will be March 2, 2016.

Shareholders who are eligible to participate in the Rights Offering and who hold common shares of the Company through brokerage accounts will not be required to take any special action to receive their rights. Any trades that are executed during the due bill period will be automatically flagged to ensure that purchasers receive the entitlement to receive the applicable rights and that sellers do not receive the entitlement.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein nor shall there be any sale of the securities described herein in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Tuckamore

Tuckamore (http://tuckamore.ca) has investments in four businesses representing a diverse cross-section of the Canadian economy.

Forward-looking information

This press release contains forward-looking information based on current expectations, including but not limited to Tuckamore's expectations in connection with the Refinancing Transactions, the expected benefits of the Refinancing Transactions and conditions precedent to the completion of the Rights Offering. Forward-looking information is often, but not always, identified by the use of the words "contemplate" and "anticipate" and statements that an event or result "may", "will", "should", "could" or "might" occur and any similar expressions or negative variations thereof. In providing forward-looking information in this press release, management of the Company has made numerous assumptions regarding the Refinancing Transactions, including the Rights Offering, which it believes to be reasonable, including assumptions relating to: (i) the Company's existing and future business prospects and opportunities, including that the Company will secure further extensions to the maturity of its indebtedness under the Credit Agreement and that the Company will be able to enter into the BMO Facility Credit Agreement and will consummate certain asset sales on terms and conditions anticipated by management; (ii) the satisfaction of all other conditions to the completion of the Rights Offering and the satisfaction or waiver of all other conditions to the completion of the Refinancing Transactions; (iii) the expected actions of third parties; and (iv) the outcome of the Refinancing Transactions and related transactions and agreements including the expected use of proceeds.

Forward-looking information entails various risks and uncertainties however that could cause actual results to differ materially from those reflected in the forward looking information. Specific risks that could cause actual results to differ materially from those anticipated or disclosed herein include, but are not limited to: (i) failure to satisfy the conditions to complete the Rights Offering or the Refinancing Transactions; (ii) the occurrence of any event, change or other circumstance that could give rise to the termination of the Purchase Agreement and Backstop Commitment Letter; (iii) the Company's inability for any reason to obtain further extensions to the maturity of its existing indebtedness under the Credit Agreement prior to the consummation of the Refinancing Transactions; (iv) the delay of consummation of the Refinancing Transactions or the failure of the Refinancing Transactions to be completed for any other reason; (v) the amount of costs, fees and other expenses incurred in connection with the Refinancing Transactions; and (vi) the risk that the anticipated effects of the Refinancing Transactions, if completed, may not result in the outcomes expected by management. In addition, general risks relating to capital markets, economic conditions, regulatory changes, changes in interest rates as well as the management and operations of the Company's business may also cause actual results to differ materially from those anticipated or disclosed herein.

These and other risks and uncertainties relating generally to Tuckamore's business and the Refinancing Transactions in particular are more fully discussed in the Final Prospectus as well as the Company's disclosure materials, including its annual information form and MD&A, filed with the securities regulatory authorities in Canada and available at www.sedar.com and the Company's management information circular in respect of the special meeting of shareholders of the Company called to consider the Refinancing Resolution which was originally scheduled to be held on February 19, 2016 and which was adjourned until February 25, 2016. Forward-looking information are not guarantees of future performance, and management's assumptions upon which such forward-looking information are based may prove to be incorrect. Accordingly, there can be no assurance that actual events or results will be consistent with the forward-looking information disclosed herein. In light of the significant uncertainties inherent in forward-looking information, any such forward-looking information should not be regarded as representations by the Company that its objectives or plans relating to the Refinancing Transactions or otherwise will be achieved. Investors are cautioned not to place undue reliance on any forward looking information contained herein and that such forward-looking information is provided solely for the purpose of providing information about management's current expectations and plans relating to the future. Readers are cautioned that such information may not be appropriate for other purposes. In addition, forward-looking information relates to the date on which they are made. The Company disclaims any intention or obligation to update or revise any forward looking information contained herein, whether as a result of new information, future events or otherwise, except to the extent required by law.

Contact Information

  • Tuckamore Capital Management Inc.
    Keith Halbert
    Chief Financial Officer
    416-775-3796
    keith@tuckamore.ca