RE: RE: RE: RE: FINANCING ARRANGEDAnd here is the rest of it. It appears the release was too long for Stockhouse to accept.
Financing terms
Doughty Hanson has invested $4.5-million to acquire:
- A total of 450,000 units (Class A units), each unit consisting of one redeemable 8-per-cent voting first preferred share Series 7 of the company, initially convertible into common shares of the company at a rate of 15 cents per share, and 28 warrants to acquire one voting or non-voting common share of the company, exercisable for a period of four years from the closing date at an exercise price of 30 cents per share;
- An option exercisable for a period of six months from the closing date to invest an additional $1.5-million for 10 million common shares of the company.
The full and complete terms of the convertible first preferred shares will be filed on SEDAR.
The warrants are exercisable for voting common shares, unless at the time of exercise the holder of the warrants would, following the exercise, have or be entitled to acquire more than 20 per cent of the voting rights of Sustainable Energy. The shareholders of the company will be asked to approve the exercise of warrants for voting common shares in all cases at the next annual meeting of shareholders, to be held on or about July 22, 2009. If such approval is not forthcoming, the number of warrants in the Class A units will be increased to 33.
The Class A units and common shares acquired by Doughty Hanson are subject to a lock-up agreement prohibiting the sale or other disposition of such securities for a period of one year from the closing date. The directors of the company are also subject to a similar one-year lock-up agreement while they remain directors.
Doughty Hanson acquires the right to designate a representative to the board of directors of the company, which shall be set at five directors at the next annual shareholders meeting. If the board of directors is expanded to seven, Doughty Hanson will have the right to nominate one outside director, who shall be independent of Doughty Hanson. Doughty Hanson and the company have entered into an investor rights agreement that will give Doughty Hanson information and governance rights as well as registration rights.
Sustainable Energy will issue, as a brokered private placement, up to 440,000 units (Class B units), each Class B unit consisting of one convertible first preferred share and 22 warrants, for a total consideration of up to $4.4-million. As of this date, 313,500 Class B units have been issued, for gross proceeds of $3.14-million. Doughty Hanson holds approximately 19 per cent of the voting rights of Sustainable Energy.
The Class A units, the Class B units, the option and the securities comprising such instruments are subject to a four-month hold period.