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

Tuckamore Capital Management Inc.

February 11, 2016 10:04 ET

Tuckamore Capital Management Inc. Announces Record Date for Rights Offering

TORONTO, ONTARIO--(Marketwired - Feb. 11, 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") today announced that a record date of the close of business (Toronto time) on February 18, 2016 has been set for its previously announced fully backstopped rights offering to holders of Tuckamore's common shares of record (the "Rights Offering"). As previously announced on January 26, 2016, the completion of the Rights Offering is conditional upon, among other things, the completion of a private placement of $176,228,000 principal amount of 8.00% senior secured debentures due 2026 of the Company and the completion of a private placement of $25,000,000 principal amount of 10.00% second lien secured convertible debentures due 2026 of the Company (the "Convertible Debentures"). On February 1, 2016, the Company filed a preliminary short form prospectus with the securities regulatory authorities in each of the provinces and territories of Canada in respect of the Rights Offering (the "Preliminary Prospectus").

As the commencement of the Rights Offering is conditional upon (i) the receipt of requisite shareholder approval at the special meeting of shareholders to be held on February 19, 2016 (the "Meeting") (and as further described in the Company's management information circular dated January 25, 2016); and (ii) the filing of, and the issuance of a receipt for, a final short form prospectus of the Company in respect of the Rights Offering, the Toronto Stock Exchange (the "TSX") has advised the Company that due bills will 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.

As required pursuant to the rules of the TSX in connection with due bill trading, the currently contemplated key dates are as follows:

  • Due bill trading will commence 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 will be February 18, 2016.
  • The Meeting will be held on February 19, 2016.
  • The distribution date is estimated to be February 19, 2016.
  • The ex-rights date is estimated to be February 22, 2016 (the first trading day after the distribution date).
  • The due bill redemption date in respect of the distribution date is estimated to be February 24, 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 is estimated to be February 25, 2016.

The Company expects to update the market with further details regarding the Rights Offering and the due bill trading procedures in respect thereof in due course following the Meeting.

Shareholders holding 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. Further details regarding the Rights Offering are available in the Preliminary Prospectus, which is available under Tuckamore's profile on SEDAR at www.sedar.com. Reference should be made to the final short form prospectus of the Company in respect of the Rights Offering, when filed, for the final terms and conditions of the Rights Offering.

The TSX has also conditionally approved for listing the Convertible Debentures issuable on exercise of the rights and has conditionally approved the trading of the rights.

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 Rights Offering. Forward-looking information provided in this news release relating to Tuckamore's expectations regarding the Rights Offering and the use of due bill trading procedures in respect thereof, anticipated dates in respect of due bill trading, namely the record date of the Rights Offering, the commencement of due bill trading, rights distribution date, ex-rights date and due bill redemption dates, the Meeting, the related refinancing transactions and Tuckamore's future prospects and financial position are forward-looking information pursuant to applicable securities laws. Tuckamore believes that expectations reflected in such information are reasonable, but no assurance is given that such expectations will be correct. Forward-looking information is based on Tuckamore's beliefs and assumptions based on information available at the time the assumption was made and on management's experience and perception of historical trends, current conditions and expected further developments as well as other factors deemed appropriate in the circumstances. Investors are cautioned that there are risks and uncertainties related to such forward-looking information and actual results may vary. Important factors that could cause actual results to differ materially from those expressed or implied by such forward looking information include, without limitation, the fact that the Rights Offering and the related refinancing transactions may not be completed as well as the factors detailed from time to time in Tuckamore's periodic reports filed with the Canadian Securities Administrators and other regulatory authorities. The forward-looking information is made as of the date of this news release and Tuckamore assumes no obligation to update or revise them to reflect new events or circumstances, except as explicitly required by securities laws.

Contact Information

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