VANCOUVER, Feb. 7, 2014 /CNW/ - WesternOne Inc. ("WesternOne") (Toronto
Stock Exchange: WEQ, WEQ.DB, WEQ.DB.B and WEQ.DB.C) announced today
that pursuant to Section 4.3 of the trust indenture (the "Indenture")
dated as of February 26, 2010 between WesternOne and Computershare
Trust Company of Canada ("Computershare"), as trustee, as amended and
supplemented pursuant to the supplemental indentures dated June 1,
2011, December 31, 2012 and March 28, 2013, all of the 8.5% Convertible
Unsecured Subordinated Debentures of WesternOne due December 31, 2015
(the "Debentures") outstanding on March 20, 2014 (the "Redemption
Date") will be redeemed on the Redemption Date upon payment of a
redemption amount of $1,018.40 for each $1,000 principal amount of
Debentures, being equal to the aggregate of (i) $3,292,000 (the
"Redemption Price"), and (ii) all accrued and unpaid interest on the
Debentures to but excluding the Redemption Date (collectively, the
"Total Redemption Price").
Pursuant to Section 2.4(f) of the Indenture, holders of the Debentures
will have the right to convert the whole or any part of the Debentures
into common shares of WesternOne at any time prior to the close of
business on the last business day immediately preceding the Redemption
Date. The last date that a holder of Debentures may effect any
conversion of Debentures is March 19, 2014.
The Total Redemption Price will be payable upon presentation and
surrender of the Debentures called for redemption at the following
corporate trust office:
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Computershare Trust Company of Canada
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3rd Floor - 510 Burrard Street
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Vancouver, British Columbia
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V6C 3B9
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The interest upon the principal amount of Debentures called for
redemption shall cease to be payable from and after the Redemption
Date.
Pursuant to Section 4.6 of the Indenture, WesternOne is exercising its
right to satisfy its obligation to pay all of the Redemption Price
payable to holders of Debentures by issuing freely tradeable common
shares of WesternOne obtained by dividing the Redemption Price by 95%
of the Current Market Price (as defined in the Indenture) of the common
shares of WesternOne.
No fractional common shares will be delivered upon the exercise by
WesternOne of the above-mentioned redemption but, in lieu thereof,
WesternOne will pay the cash equivalent thereof determined on the basis
of the Current Market Price of the common shares of WesternOne on the
Redemption Date (less any tax required to be deducted, if any).
Upon presentation and surrender of the Debentures for payment on the
Redemption Date, WesternOne will, on the Redemption Date, instruct
Computershare to issue such number of freely tradeable common shares of
WesternOne in uncertificated form, for delivery to and account of the
holders, to which holders are entitled together with the cash
equivalent in lieu of fractional common shares and cash for all accrued
and unpaid interest up to, but excluding, the Redemption Date.
Forward-looking Information
Certain statements in this press release may constitute
"forward-looking" information that involves known and unknown risks,
uncertainties and other factors, and it may cause actual results,
performance or achievements or industry results, to be materially
different from any future results, performance or achievements or
industry results expressed or implied by such forward-looking
information. Forward-looking information is identified by the use of
terms and phrases such as "anticipate", "believe", "could", "estimate",
"expect", "intend", "may", "plan", "predict", "project", "will",
"would", and similar terms and phrases, including references to
assumptions. Such information includes, without limitation, statements
with respect to: the timing, amount and form of payment for the
redemption of the Debentures. Actual events or results may differ
materially.
Forward-looking information contained in this press release is based on
certain key expectations and assumptions made by WesternOne, including,
without limitation, expectations and assumptions respecting: the
outlook of WesternOne's business and the economy in Western Canada, the
United States and Australia, the supply and demand for WesternOne's
products and services and management's assessment of future plans and
operations. Although the forward-looking information contained in this
press release is based upon what WesternOne's management believes to be
reasonable assumptions, WesternOne cannot assure investors that actual
results will be consistent with such information. Forward-looking
information reflects current expectations of management regarding
future events and operating performance as of the date of this press
release. Such information involves significant risks and uncertainties,
should not be read as guarantees of future performance or results, and
will not necessarily be accurate indications of whether or not such
results will be achieved. A number of factors could cause actual
results to differ materially from the results discussed in the
forward-looking information, and a description of these factors can be
found under "Risk Factors" in WesternOne's Annual Information Form
dated March 28, 2013 and Management's Discussion and Analysis dated
November 14, 2013, which are available on SEDAR (www.sedar.com).
The forward-looking information contained herein is expressly qualified
in its entirety by this cautionary statement. Forward-looking
information reflects management's current beliefs and is based on
information currently available to WesternOne. The forward-looking
information is made as of the date of this press release and WesternOne
assumes no obligation to update or revise such information to reflect
new events or circumstances, except as may be required by applicable
law.
About WesternOne
WesternOne seeks to acquire and grow businesses in the construction and
infrastructure services sectors in order to generate stable and growing
dividends to its shareholders and to achieve capital appreciation.
Additional Information
Additional information relating to WesternOne and other public filings,
is available on SEDAR at www.sedar.com or on WesternOne's website at www.weq.ca.
Trading Symbols
Toronto Stock Exchange: WEQ, WEQ.DB, WEQ.DB.B and WEQ.DB.C
THE TORONTO STOCK EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT
RESPONSIBILITY FOR THE ADEQUACY OR THE ACCURACY OF THIS RELEASE.
SOURCE WesternOne Inc.
