Stoneway Announces Amended and Restated Plan of Arrangement and Supplement to the Management Information Circular dated October 13, 2020

TORONTO, Nov. 2, 2020 /CNW/ - Stoneway Capital Corporation ("Stoneway" and, together with its subsidiary and parent entities, the "Company") announced today that it has amended its previously disclosed plan of arrangement dated October 14, 2020 (the "Plan" and as amended and restated, the "Amended and Restated Plan of Arrangement"). The Plan was issued in connection with the Company's proposed restructuring transaction (the "Transaction") under the Canada Business Corporations Act (the "CBCA"). In conjunction with the Amended and Restated Plan of Arrangement, the Company has also issued a supplement (the "Circular Supplement") to its Management Information Circular dated October 13, 2020 (the "Circular").

As previously announced in its October 8, 2020 news release, the Company obtained an interim order (the "Interim Order") from the Ontario Superior Court of Justice (Commercial List), authorizing among other things, the holding of a meeting (the "Noteholders' Meeting") of holders (the "Noteholders") of the Company's outstanding 10.000% senior secured notes due 2027 (the "Existing Notes") to consider and vote upon a corporate plan of arrangement under the CBCA to implement the Transaction.

Disclosure of the Amended and Restated Plan of Arrangement and Circular Supplement are being provided pursuant to and in accordance with paragraphs 12 and 26, respectively, of the Interim Order.

The Amended and Restated Plan of Arrangement

Pursuant to and in accordance with the Amended and Restated Plan of Arrangement, the new senior secured notes to be issued by Stoneway (the "New Senior Secured Notes") in connection with the Transaction in a principal amount equal to 100% of the principal amount of the Existing Notes will be issued in a minimum initial denomination of US$150,000, and in integral multiples of US$1,000 in excess thereof.

Noteholders holding less than US$150,000 in aggregate outstanding principal amount of Existing Notes as of 10:00 a.m. (Toronto time) on the third business day prior to the Effective Date (as that term is defined in the Amended and Restated Plan of Arrangement) (the "Election Deadline"), will be ineligible to receive New Senior Secured Notes pursuant to the Amended and Restated Plan of Arrangement and will be deemed to be "Non-Eligible Noteholders" under the Amended and Restated Plan of Arrangement.

As described in more detail in the Amended and Restated Plan of Arrangement and the Circular Supplement, New Senior Secured Notes that would have otherwise been deliverable to such Non-Eligible Noteholders shall instead be delivered to the Selling Agent pursuant to the Selling Agent Agreement (each as defined in the Amended and Restated Plan of Arrangement). Subject to the terms of the Selling Agent Agreement, Non-Eligible Noteholders shall be entitled to receive their proportionate entitlement to the net cash proceeds of the sale of such New Senior Secured Notes by the Selling Agent for payment to the Non-Eligible Noteholders, if any. In the event that the sale of such New Senior Secured Notes is unable to be consummated by the Selling Agent at any price within one hundred and eighty (180) business days following the Effective Date, the amount of consideration payable to such Non-Eligible Noteholders shall be zero, and such New Senior Secured Notes will be returned to the Company and cancelled.

Noteholders currently holding less than US$150,000 in aggregate outstanding principal amount of Existing Notes who wish to receive New Senior Secured Notes under the Amended and Restated Plan of Arrangement will be required to increase their holdings to at least US$150,000 in aggregate outstanding principal amount on or prior to the Election Deadline.

The Circular Supplement

The Circular Supplement amends certain statements made in the Circular in order to conform the Circular with the Amended and Restated Plan of Arrangement.

Copies of the Amended and Restated Plan of Arrangement, the Circular and the Circular Supplement are available:

• on Stoneway's website through the Investors section at https://www.stonewaycap.com/investor-relations/; and/or
  
  
• through Kingsdale Advisors by calling toll free at 1-888-327-0825 or 416-867-2272 or by email at [email protected].

No Change to the Meeting and Voting

As previously announced, the Company reminds Noteholders that the Noteholders' Meeting in respect of the Amended and Restated Plan of Arrangement is scheduled to be held on November 13, 2020, virtually via live audio webcast, available online using the Zoom meeting platform. Registration must be completed prior to attending the Noteholders' Meeting at https://zoom.us/webinar/register/WN_DIhCT6TBTRuvys5rgBf3ag. Pursuant to the Interim Order, the Noteholders' Meeting is scheduled to begin at 10:00 a.m. (Toronto time).

The deadline for the Noteholders to submit their proxies or voting instructions in order to vote on the Amended and Restated Plan of Arrangement and other items to be considered at the Noteholders' Meeting is 5:00 p.m. (Toronto time) on November 11, 2020 (the "Voting Deadline").

Banks, brokers or other intermediaries (each, an "Intermediary") that hold the Existing Notes on a Noteholder's behalf may have internal deadlines that require Noteholders to submit their votes by an earlier date in advance of the Voting Deadline, as applicable, and may have internal requirements for the submission of voting instructions. Noteholders are encouraged to contact their Intermediaries directly to confirm any such internal deadline or voting instruction requirements.

Any questions or requests for further information regarding voting at the Noteholders' Meeting should be directed to Kingsdale Advisors at 1-888-327-0825 or 416-867-2272, or by email at [email protected]. 

About Stoneway

The Company's principal business is the construction, ownership and operation of power generation facilities located in Argentina. 

FORWARD LOOKING STATEMENTS: Certain information contained in this press release may contain forward looking statements within the meaning of applicable securities laws. The use of any of the words "continue", "plan", "propose", "would", "will", "believe", "expect", "position", "anticipate", "improve", "enhance" and similar expressions are intended to identify forward-looking statements. More particularly and without limitation, this document contains forward-looking statements concerning: key terms of the Transaction;  the expected process and timing for implementing the Transaction; the holding and timing of, and matters to be considered at, the Noteholders' Meeting as well as with respect to voting at the Noteholders' Meeting; the deadlines for submitting proxies and voting instructions; the scheduling of the Noteholders' Meeting; and the matters to be considered at and voted on the Noteholders' Meeting; the relief to be sought in by the Company in its proceedings under the CBCA (the "CBCA Proceedings") in respect of the Amended and Restated Plan of Arrangement; the completion of the Transaction, including with respect to obtaining any necessary approvals and satisfying any conditions and the expected timing thereof; the public posting of materials and information related to the Transaction; and the effect of the Transaction.

Forward-looking statements necessarily involve risks, including, without limitation, risks associated with the ability of the Company to implement the Transaction on the terms described in this press release and in previous announcements, the ability of Stoneway to receive all necessary court, third party and stakeholder approvals in order to complete the Transaction; the matters to be considered and voted on at the Noteholders' Meeting; the ability of the Company to operate in the ordinary course during the CBCA Proceedings, including with respect to satisfying obligations to service providers, suppliers, contractors and employees; the ability of the Company to continue as a going concern; the ability of the Company to continue to realize its assets and discharge its liabilities and commitments; the Company's future liquidity position and access to capital to fund ongoing operations and obligations (including debt obligations); and the ability of the Company to stabilize its business and financial condition.

Although the Company bases its forward-looking statements on assumptions believed to be reasonable when made, they are not guarantees of future performance and actual results of operations, financial condition and liquidity, and developments in the industry in which the Company operates, may differ materially from any such information and statements in this news release. Other unknown or unpredictable factors also could harm the Company's future results. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included in this news release are made only as at the date hereof. The Company does not intend, and does not assume any obligation, to update these forward-looking statements, except as required by law.

SOURCE Stoneway Capital Corporation

David Mack, Director, [phone] (x06), 410 Park Avenue, Suite 900, New York, NY 10022; Juan I. Sánchez Alcázar, Chief Restructuring Officer, Av. Del Libertador 498, 15th floor, Buenos Aires (C1001ABR), Argentina