Crown Capital Announces Approval of Amendments to Convertible Debentures
CALGARY, ALBERTA, May 16, 2023 – Crown Capital Partners Inc. (“Crown” or the “Corporation”) (TSX: CRWN) today announced that at a special meeting of the holders (the “Debentureholders”) of its 6% convertible unsecured subordinated debentures due June 30, 2023 (the “Debentures”) held today, the Debentureholders approved an extraordinary resolution approving the previously announced amendments to the Debentures (the “Debenture Amendments”).
As previously announced, the Debenture Amendments will result in the following changes to the Debentures:
- Extending the maturity date of the Debentures from June 30, 2023 to December 31, 2024;
- Amending the interest rate on the Debentures from 6% to 10%;
- Removing the conversion right of the Debentureholders; and
- Removing the right of the Corporation to repay the principal amount of the Debentures in common shares of the Corporation on the new maturity date or any redemption date.
A description of the Debenture Amendments is set out in the Corporation’s management information circular dated April 12, 2023 and available under the Corporation’s profile on SEDAR at www.sedar.com.
Debentureholders owning 59.275% of the outstanding Debentures voted. The detailed results of the vote were as follows:
|Votes in Favour||% in Favour||Votes Against||% Against|
|11,639 ($11,639,000 of Debentures)||98.178%||216 ($216,000 of Debentures)||1.822%|
Any Debentureholder that voted for the Debenture Amendments will receive a cash consent fee of $10 per $1,000 principal amount of Debentures held by the Debentureholder as of April 6, 2023 provided that the Debenture Amendments are validly approved by the Toronto Stock Exchange (the “TSX”).
The effective date of the Debenture Amendments will be June 30, 2023. Crown will enter into an amended and restated trust indenture to the current trust indenture between TSX Trust Company governing the Debentures to effect the Debenture Amendments.
The TSX has conditionally approved the Debenture Amendments. The Debenture Amendments remain subject to the final approval of the TSX.
About Crown Capital Partners (TSX:CRWN)
Founded in 2000 within Crown Life Insurance Company, Crown Capital Partners is a capital partner to entrepreneurs and growth businesses mainly operating in the telecommunications infrastructure, distribution services, and distributed power markets. We focus on growth industries that require a specialized capital partner, and we aim to create long-term value by acting as both a direct investor in operating businesses serving these markets and as a manager of investment funds for institutional partners. For additional information, please visit crowncapital.ca.
This news release contains certain “forward looking statements” and certain “forward looking information” as defined under applicable Canadian and U.S. securities laws. Forward-looking statements can generally be identified by the use of forward-looking terminology such as “may”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “continue”, “plans” or similar terminology. Forward-looking statements in this news release include, but are not limited to, statements, management’s beliefs, expectations or intentions regarding the Debenture Amendments. Forward-looking statements are based on forecasts of future results, estimates of amounts not yet determinable and assumptions that while believed by management to be reasonable, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Forward-looking statements are subject to various risks and uncertainties concerning the specific factors identified in the Crown’s periodic filings with Canadian securities regulators. See Crown’s most recent annual information form for a detailed discussion of the risk factors affecting Crown. In addition, Crown’s dividend policy will be reviewed from time to time in the context of the Corporation’s earnings, financial requirements for its operations, and other relevant factors and the declaration of a dividend will always be at the discretion of the board of directors of the Corporation. Crown undertakes no obligation to update forward-looking information except as required by applicable law. Such forward-looking information represents management’s best judgment based on information currently available. No forward-looking statement can be guaranteed and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information.
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