Rocky Mountain Liquor Inc. Provides an Update on the Partial Redemption Notice Contingent on Approval of the Amendment of its Convertible Unsecured Subordinated Debentures due April 30, 2016
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Edmonton, Alberta (FSCwire) - Rocky Mountain Liquor Inc. (TSX-V: RUM) (“Rocky Mountain Liquor” or the “Corporation”) would like to provide holders of its 7.75% convertible unsecured subordinated debentures due April 30, 2016 (RUM.DB) (the “Debentures”) with a further explanation regarding the Corporation’s intention to redeem, on a pro rata basis, 15% of the principal amount of
Debentures, as amended by the proposed amendments (the “Amended Debentures”) outstanding as at the effective date of the proposed amendments (the “Amendments”) to the Debentures (the “Partial Redemption”).
As the Corporation has outlined in its management information circular dated February 5, 2016, contingent on the approval of the Amendments, the Corporation will execute on the Partial Redemption for a cash payment equal to the lesser of (a) the principal amount of the Amended Debentures to be redeemed plus accrued and unpaid interest to, but excluding the date of the redemption, and (b) 125% of the volume weighted average trading price per Amended Debenture for the 20 consecutive trading days on the TSX Venture Exchange (the “VWAP”) ending on the trading day immediately preceding the date of the notice of redemption.
Calculation of Amended Debenture Price under Scenario (b):
- The date of the Partial Redemption cannot take place until at least 20 trading days following the effective date of the Amendments, which is currently contemplated to be on or about April 30, 2016 (the “Contemplated Effective Date”).
- The Corporation will only be able to calculate the VWAP after the Amended Debentures have physically traded for at least 20-days following the Contemplated Effective Date.
- Therefore, the calculation of the 20-day VWAP will not include any trading days prior to the Contemplated Effective Date.
The Corporation’s intentions for structuring the Partial Redemption in this manner, and any permitted repayments on the Amended Debentures going forward, is to establish stronger trading levels for the Amended Debentures. Ultimately, delivering a more efficient market for debentureholders.
Peter Byrne, the Corporation’s Chief Executive Officer stated: “Over the last several weeks we have had the opportunity to receive feedback from our debentureholders, and based on these discussions we have decided to provide further details around the Partial Redemption proposal we would undertake post the successful Amendments to the Debentures. Our goal is to deliver an amendment that allows holders to achieve value at levels above current market terms, while also establishing a favourable trading performance for the Amended Debentures on an ongoing basis.”
Investors are encouraged to direct questions towards the information and proxy solicitation agent, National Bank Financial Inc., by telephone toll free in North America 1-800-636-3675 (extension 97504, 97811 or 78002), or contact the Corporation’s Chief Executive Officer Peter J. Byrne (780) 686-7383.
About Rocky Mountain Liquor
Rocky Mountain Liquor owns 100% of Andersons Liquor Inc. (“Andersons”), headquartered in Edmonton Alberta, which now own and operate 43 private liquor stores in that province, up from 18 stores since the common shares began trading in December 2008. It is listed on the TSX Venture Exchange (TSX-V:RUM). In addition to common shares the Corporation also lists convertible debenture on the Exchange under the trading symbol RUM.DB. You can visit Rocky Mountain Liquor’s website online at http://www.ruminvestor.com.
Caution Regarding Forward-Looking Information:
Certain information contained in this press release constitutes forward-looking information, which is information relating to future events or the Corporation's future performance and which is inherently uncertain. When used in this press release, such statements may use such words as ''may'', ''will'', ''expect'', ''believe'', ''plan'' and other similar terminology. These statements reflect management's current expectations regarding future events or performance and speak only as of the date of this press release. Forward looking information in this press release includes, but is not limited to, the expected privatization of the Saskatchewan liquor retail market; effects of the NCIB on the trading price for the Debentures; the impact of the Partial Redemption; expected terms of the Amendments; expected date and other details of the Meeting; management's expectation on the effect of the Amendments in increasing management's financial flexibility to capitalize on the growth opportunities; management's belief on Debentureholders benefiting from an attractive yield and other benefits from the Amendments; and management's belief that the Debentures will provide superior return. The Corporation believes the expectations reflected in the forward-looking information are reasonable but no assurance can be given that these expectations will prove to be correct and readers are cautioned not to place undue reliance on forward-looking information contained in this press release. Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information. Certain of these risks include, but are not limited to, the results of the Saskatchewan election, an increase in interest rates, the Amendments are not approved and the NCIB will not be sufficient to stabilize the trading price of the Debentures. Additional risks and other factors which could cause results to differ materially from those expressed in the forward-looking information contained in this press release have been identified in the Corporation's management’s discussion and analysis for the fiscal year ended December 31, 2014 and in the Corporation's other public disclosure documents filed with certain Canadian securities regulatory authorities and available at www.sedar.com. The forward-looking information contained in this press release is made as of the date hereof and the Corporation undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as otherwise required by law.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
For further information:
Peter J. Byrne
Chief Executive Officer
(780) 686-7383
Sarah Stelmack
Chief Financial Officer
(780) 863-2326
To view this press release as a PDF file, click onto the following link:
public://news_release_pdf/RockyM02242016.pdf
Source: Rocky Mountain Liquor Inc. (TSX Venture:RUM) http://www.ruminvestor.com/
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