BBTV HOLDINGS GOING PRIVATE TRANSACTION - SUPPLEMENTAL INFORMATION REGARDING INTEREST ON DEBENTURES
/THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES./
VANCOUVER, BC, Oct. 19, 2023 /CNW/ - BBTV Holdings Inc. (TSX: BBTV) (OTCQX: BBTVF) ("BBTV" or the "Company"), announced on Tuesday, October 17, 2023 by way of press release (the "Prior Release") that, based on a recommendation of an independent special committee of the Company's board of directors, it has entered into an arrangement agreement with 15384150 Canada Inc. (the "Purchaser"), whereby the Company will effect a going private transaction by way of a statutory plan of arrangement (the "Arrangement") under Section 192 of the Canada Business Corporations Act.
If the Arrangement is successfully completed, the Purchaser will acquire, among other things, all of the issued and outstanding publicly traded unsecured convertible debentures of the Company due June 15, 2026 (the "Debentures") that are listed on the Toronto Stock Exchange (the "TSX") at a price of $100 per $1,000 principal amount of debentures. The Prior Release also stated that accrued and unpaid interest owing on the Debentures will be forgiven, settled and extinguished for no consideration. Accordingly, management expects that interest from the last payment date of December 31, 2022 to the redemption date of the debentures (the closing date of the Arrangement transaction, assuming all required approvals are obtained and all other closing conditions are met) will not be paid. The TSX has advised the Company that, as a result, the debentures will need to trade on an interest flat basis going forward and in order to implement this, trading in the debentures will be halted for the remainder of Friday, October 20, 2023. TSX has further advised that at the opening on Monday October 23, 2023 the Debentures will be traded interest flat until further notice and that TSX will not report accrued interest regarding any trades made on an interest flat basis to its participating organizations.
Currency
All currency in this news release is in Canadian dollars, unless otherwise indicated.
This news release contains forward-looking information and forward-looking statements (collectively, "forward-looking statements") within the meaning of applicable securities laws, regarding the Company's Arrangement and the payment of interest on the Debentures. Such forward-looking statements include the planned acquisition of the Debentures and the price to be paid for them, and that if the Arrangement closes, accrued and unpaid interest owing on the Debentures will be forgiven, settled and extinguished for no consideration; trading in the debentures will be halted for the remainder of Friday, October 20, 2023; at the opening on Monday October 23, 2023 the Debentures will be traded interest flat until further notice and TSX will not report accrued interest regarding any trades made on an interest flat basis to its participating organizations. Forward-looking statements are necessarily based on a number of estimates and assumptions that the Company considered appropriate and reasonable as of the date such information is given, including but not limited to the assumptions that the Arrangement will close as planned and no interest will be paid by the Company on the Debentures; prior to closing, trading in the Debentures will be on an "interest flat" basis and no interest will be paid; trading in the Debentures will be halted for the remainder of Friday, October 20, 2023; and at the opening on Monday October 23, 2023 the Debentures will be traded interest flat until further notice and TSX will not report accrued interest regarding any trades made on an interest flat basis to its participating organizations. Forward-looking statements are subject to known and unknown risks, uncertainties, and other factors, many of which are beyond the Company's control, that may cause actual results, performance or achievements to be materially different from those expressed or implied by such forward-looking statements, including but not limited to the risk that the Company's assumptions on which its forward-looking statements are based may not be accurate; the inability of TSX to ensure trading is on an "interest flat" basis; trading in the Debentures may not resume on October 23, 2023 as anticipated; TSX may change its policies regarding interest flat trading or reporting of accrued interest; and the risk factors disclosed in the Company's periodic reports publicly filed and available on its SEDAR+ profile at www.sedarplus.ca. No assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur. The forward-looking statements contained in this news release are made as of the date of this announcement and the Company does not undertake any obligation to update such forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.
For further information:
Media Relations
[email protected]
Investor Relations
[email protected]
Ron Shuttleworth, Partner
Oak Hill Financial Inc
[email protected]
(647)-500-7371
SOURCE BBTV Holdings Inc.
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