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Jaguar has verbal confirmations from 34% of CZZ Debenture Holders that they will not tender to Jien Offer
Jaguar has verbal confirmations from 34% of CZZ Debenture Holders that they will not tender to Ji...
About this update from Cleghorn Minerals Ltd.
[{"type":"text","content":"\n\n\n\nNov. 4, 2009 (Canada NewsWire Group) -- TORONTO, Nov. 4 /CNW/ -- Jaguar Financial Corporation (TSX: JFC) (\"Jaguar\") today announced that it has verbal confirmations from holders (the \"Debenture Holders\") of Canadian Royalties Inc. (TSX: CZZ) (\"CZZ\") debentures (the \"Debentures\") owning in the aggregate $46.81 million, or 34.0% of the total principal amount, of the Debentures who are not tendering to the revised offer (the \"Jien Offer\") by Jien Mining Ltd. (\"Jien\").If these Debenture Holders do not tender to the Jien Offer, as they have indicated to Jaguar, the minimum tender condition of 66 2/3% in the Jien Offer will not be met. This means that Jien will not be able to amend the Debenture indenture (the \"Indenture\") to remove the right of Debenture Holders to receive the 101% principal repayment owed to them upon a change of control.Without Two-Thirds of Debentures Jien Must Amend Its Offer or Waive Two-Thirds ConditionJien is left with several options to acquire CZZ, all of which have been outlined by Jaguar in recent press releases. Jien can revise the Jien Offer and provide all Debenture Holders with a payment of 101% as contemplated by the Indenture. Jien has indicated that it will not increase the price or vary any terms of the Jien Offer. However, if Jien wants to acquire CZZ it must now consider increasing the consideration paid to Debenture Holders.A two-tiered payment alternative is that Jien could take-up and pay 80% of the principal amount of the Debentures tendered to the Jien Offer and waive the 66 2/3% condition. The Debentures which have already been tendered include Debentures held by FTQ, Colonial and the Caisse. If Jien acquired more than two-thirds of the CZZ shares and less than two-thirds of the Debentures, Jien could waive the two-thirds tender condition on the Debentures. If this condition is waived by Jien, CZZ would be required to pay 101% of the principal amount of the Debentures not tendered within 30 days of the change of control; Jien would own the Debentures tendered, and as a practical matter CZZ would not make a payment to Jien because Jien owns CZZ at that point. As Jaguar has previously indicated, payment of 101% to the non-tendering Debenture Holders would cost CZZ a maximum of $12.3 million of additional consideration and it is estimated that CZZ has sufficient cash reso...