Mr. Jacob Shavit reports
DISCOVERY AIR ANNOUNCES PROPOSAL TO AMEND THE TERMS OF ITS 8.375% CONVERTIBLE UNSECURED SUBORDINATED DEBENTURES DUE JUNE 30, 2016
Discovery Air Inc. will seek approval from holders of its 8.375-per-cent
convertible unsecured subordinated debentures due June 30, 2016, to amend the terms of the debentures at a meeting of debentureholders to be held on Nov. 27, 2014.
The proposed amendments to the debentures consist of: (i) extending the maturity date of the
debentures from June 30, 2016, to June 30, 2018, subject to the
completion of an equity offering of the corporation's Class A common
voting shares and/or Class B variable voting shares for minimum
net proceeds of $5-million prior to June 30, 2016; and
(ii) modifying the change of control provisions of such debentures to
allow additional equity to be invested in the corporation by Clairvest
Group Inc., without requiring the corporation to repurchase all of the
debentures then outstanding after any investment.
Jacob (Koby) Shavit, the corporation's president and chief executive
officer, stated: "Discovery Air's strategy requires additional capital
to achieve its previously announced plan. These amendments will assist
us in delivering on our objectives and growth opportunities by
providing increased financial flexibility to access the capital
needed. The amendments will also provide debentureholders with a
longer period of time during which to receive, what we believe to be,
an attractive yield in the current interest rate environment, based on
the continued cash interest rate of 8.375 per cent."
Discovery Air is also pleased that two debentureholders are supportive
of the company's strategy and the amendments. Holding a total of 28 per cent of the
debentures, these debentureholders have entered into lock-up
agreements with the corporation and intend to vote for/consent to the
amendments. They recognize the advantage in being able to retain a
cash-interest-bearing investment which allows for participation in the
corporation's strategic growth.
Further information concerning the amendments will be outlined in the
notice of meeting (and accompanying materials) to be sent to debentureholders in the coming weeks.
Kingsdale Shareholder Services has been retained by
Discovery Air as the proxy solicitation and information agent in
relation to the meeting. Debentureholders with questions can contact
Kingsdale at 1-888-518-6559 toll-free in North America, collect at
416-867-2272 outside of North America or by e-mail.
We seek Safe Harbor.
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