An example (yesterday) of extending a convertible debenture
Boyuan to raise debenture interest to 11.5% 2015-03-02 14:34 ET - News Release Mr. Paul Law reports BOYUAN CONSTRUCTION GROUP INC. ANNOUNCES ENHANCED TERMS TO THE PROPOSED AMENDMENTS OF CONVERTIBLE DEBENTURES Boyuan Construction Group Inc. has revised the terms of the proposed amendments to its 10.0-per-cent convertible unsecured subordinated debentures due Oct. 31, 2015. Based on feedback from holders of the debentures, Boyuan now proposes: 1. Increasing the interest rate to 11.5 per cent from 10.0 per cent; 2. Providing debentureholders with a retraction right to require the company to repurchase debentures, at a price equal to 100 per cent of the debentures, on certain dates; 3. Reducing the conversion price from $2.60 to $1 per share of the company; 4. Extending the maturity date of the debentures from Oct. 31, 2015, to Oct. 31, 2018; 5. Extending the restricted redemption period to Oct. 31, 2016. Other than the foregoing amendments, the terms of the debentures will remain unchanged. The amendments will also be subject to the approval of the Toronto Stock Exchange. As part of the revised amendments, debentureholders will have a retraction right to require the company to repurchase debentures at a price equal to 100 per cent of the principal amount of the debentures, at their request, based on the schedule set out in the attached table. Date of Deadline to exercise retraction right Maximum aggregate principal repurchase by registered debentureholder amount to be repurchased Oct. 31, 2015 Aug. 31, 2015 $5,000,000 Oct. 31, 2016 Aug. 31, 2016 $1,500,000 Oct. 31, 2017 Aug. 31, 2017 $1,500,000 Debentureholders must submit their retraction request not more than 120 days and not less than 60 days before the applicable date of repayment. All remaining Debentures will be repaid at the extended maturity date of October 31, 2018. If the aggregate principal value of Debentures requested to be retracted exceeds the Maximum Aggregate Principal Amount to be repurchased, as set out above, then the Debentures to be repurchased by Boyuan will be repurchased on a pro rata basis to the nearest multiple of $1,000, according to the number of Debentures requested to be repurchased by Debentureholders who have exercised their retraction right, so that only whole Debentures will be repurchased from these beneficial Debentureholders. "Over the last several weeks we have had the opportunity to receive feedback from our Debentureholders, and based on this feedback we have decided to provide revised terms to address their concerns. We continue to believe that proposed amendments will provide Boyuan with the financial flexibility to capitalize on the attractive growth opportunities that are currently available to the Company. The revised amendments address specific feedback from Debentureholders, specifically immediate return of capital, while continuing to provide an attractive yield within the context of the current low interest rate environment," said Paul Law, Chief Financial Officer. Further information with respect to these proposed revised amendments will be outlined in a supplemental management information circular (the "Supplemental Circular") expected to be made available under the Company's profile on SEDAR at www.sedar.com and mailed to the Debentureholders on March 3, 2015. As a Debentureholder, if you have not voted or have voted against the originally proposed amendments, your immediate attention is required. Debentureholders who previously voted for the originally proposed amendments do not need to take any action to have their vote counted in favour of the revised amendments. Debentureholders who have not voted or wish to change their vote may do so by following the instructions set forth on the Form of Proxy and Consent or Voting Instruction Form provided to them. A Debentureholder may revoke a previously voted Proxy in accordance with the instructions set forth in the Management Information Circular of the Corporation dated January 23, 2015 (the "Original Circular") or set forth in the Supplemental Circular. Normal Course Issuer Bid In addition, as stated in the Original Circular, subject to approval of the TSX, Boyuan maintains its intention to make a normal course issuer bid ("NCIB") for the Debentures if the amendments are approved by Debentureholders at the Meeting (as defined below). Board Recommendation The Board of Directors of the Company (the "Board") believes that the revised amendments provide a number of benefits to the Company and its securityholders, including to the Debentureholders. The Board UNANIMOUSLY RECOMMENDS that the Debentureholders vote FOR the amendments. Details About the Revised Amendments The record date for determining the Debentureholders entitled to receive notice of and vote at the Meeting is January 21, 2015. Further information with respect to the revised amendments will be outlined in the Supplemental Circular expected to be made available under the Company's profile on SEDAR at www.sedar.com and mailed to the Debentureholders on March 3, 2015. For the amendments to be approved, at least 75% of the principal amount of the Debentures voted (either in person at the Meeting or by proxy) must be FOR votes. Detailed voting instructions will be found in the Original Circular or the Supplemental Circular and accompanying proxy form or voting instruction form. The Debentureholder meeting (the "Meeting") is scheduled to be held on March 20, 2015 at 10:00 a.m. (Eastern Standard Time) at the offices of Fogler, Rubinoff LLP, 77 King Street West, 30th Floor, TD North Tower, Toronto-Dominion Centre, Toronto, Ontario, M5K 1G8. If the revised amendments are approved at the Meeting, the amendments are expected to take effect on July 1, 2015, being the commencement of the next interest rate accrual period. Voting Instructions: The Form of Proxy and Consent or Voting Instruction Form that was previously provided to Debentureholders with the Original Circular for use at the Meeting remains valid, however, the Supplemental Circular will also enclose a Form of Proxy and Consent or Voting Instruction Form again for Debentureholders convenience. Debentureholders must submit their proxy vote by 10:00am (Eastern Time) on March 18, 2015. Through Financial Broker: Debentureholders may contact their broker or send their Form of Proxy and Consent or Voting Instruction Form to their broker who can vote on the Debentureholder's behalf. By Telephone: Call the following toll free number: 1-866-732-VOTE (8683) or 1-312-588-4291 (International). The 16-digit control number located in the box on the voting instruction form will be required to complete your voting. By Internet: Go to the following web site: www.investorvote.com. The 16-digit control number located in the box on the voting instruction form will be required to complete your voting. By Mail: Complete and deposit either the original form or the revised form of the Form of Proxy and Consent or Voting Instruction Form with Computershare Trust Company of Canada accompanying the Supplemental Circular, 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, Attention: Proxy Department. If you have any questions, or require more information, please contact the information and proxy solicitation agent, National Bank Financial Inc., toll free in North America at 1-800-636-3675 (extension 97504 or 97811). We seek Safe Harbor.