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Temple Hotels Inc (2)
Symbol TPH
Shares Issued 25,269,913
Close 2017-09-19 C$ 3.44
Market Cap C$ 86,928,501
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Temple Hotels adjourns debentureholders meeting

2017-09-19 17:37 ET - News Release

Mr. Rai Sahi reports

TEMPLE ANNOUNCES ADJOURNMENT OF MEETING OF SERIES E DEBENTUREHOLDERS AND PROVIDES ENHANCED TERMS TO THE PROPOSED AMENDMENTS OF THE SERIES E DEBENTURES

The meeting of the holders of Temple Hotels Inc.'s 7.25 per cent Series E convertible unsecured subordinated debentures due Sept. 30, 2017 (TPH.DB.E), to consider certain amendments to the terms of the debentures will be called as scheduled on Sept. 21, 2017, but will immediately be adjourned to Sept. 28, 2017, at 10 a.m. Eastern Time. The deadline for submitting proxies will be Sept. 27, 2017, at 10 a.m. Eastern Time. The meeting is being adjourned to allow debentureholders sufficient time to consider the revisions to Temple's proposed amendments to the debentures.

In conjunction with the rescheduled meeting and based on feedback from debentureholders, Temple has announced revised terms to the proposed amendments to the debentures. Temple now proposes the following amendments to the debentures to be considered at the adjourned meeting:

  1. Decreasing the conversion price from $40.08 to $9.75 per share of Temple. Previously, Temple had proposed decreasing the conversion price to $15 per share of Temple, rather than $9.75 per share;
  2. Extending the maturity date from Sept. 30, 2017, to Sept. 30, 2020;
  3. Permitting Temple to redeem the amended debentures, in whole or in part, at any time up to Sept. 30, 2020, at a price equal to the principal amount thereof plus accrued and unpaid interest to, but excluding, the date of the redemption.

Contingent on the approval of the amendments, Temple will redeem $2,258,200 principal amount of debentures on each of Sept. 30, 2017, Sept. 30, 2018, and Sept. 30, 2019. Accordingly, the total principal amount of amended debentures to be redeemed over the course of the three partial redemptions by Temple is $6,774,600, which represents approximately 15 per cent of the currently issued and outstanding debentures. Previously, Temple had only committed to redeem $2,258,200 principal amount of debentures (approximately 5 per cent of the issued and outstanding debentures) upon approval of the amendments. Each partial redemption will be for a cash payment equal to the principal amount thereof plus accrued and unpaid interest to, but excluding, the date of the redemption.

Rai Sahi, chief executive officer, commented: "Over the last several weeks, we have had discussions with debentureholders and respective investment brokers, and, based on this feedback, we have received strong support to move forward on these revised amendments. We continue to believe that the amendments provide Temple with financial flexibility so that we can continue to focus on key strategic, business and operational targets that will drive the success of the company for all stakeholders."

In each instance of a contemplated redemption of the amended debentures, Temple will be required to give not more than 60 days and not less than 30 days of notice of its intention to redeem, whether in whole or in part. All remaining amended debentures will be repaid by Temple at the extended maturity date of Sept. 30, 2020.

If the amendments are approved by the debentureholders, the amendments will be effective on the date that Temple enters into the second further supplemental trust indenture embodying such amendments

Board recommendation

The board of directors of Temple believes that the amendments provide a number of benefits to Temple and its securityholders, including to the debentureholders.

The board unanimously recommends that the debentureholders vote for the amendments.

Details about the amendments

The meeting will be adjourned to allow additional time for all of the debentureholders to participate in the vote on the proposed amendments, and deposit the form of proxy and consent or voting instruction forms, or make changes to any previously deposited proxy, in advance of the reconvened meeting.

The record date for determining the debentureholders entitled to receive notice of and vote at the meeting remains Aug. 18, 2017. Further information with respect to the amendments will have been outlined in the management information circular of Temple dated Aug. 21, 2017. For the amendments to be approved, at least 66-2/3rd per cent of the principal amount of the debentures voted (either in person at the meeting or by proxy) must be "for" votes.

Detailed voting instructions are found in the circular and accompanying proxy. The adjourned meeting will be held on Sept. 28, 2017, at 10 a.m. Eastern Time, at the offices of Morguard Corp., 1000 -- 55 City Centre Dr., Mississauga, Ont., L5B 1M3.

As a debentureholder, if you have not voted or have voted against the originally proposed amendments, your immediate attention is required. Debentureholders who previously voted for the originally proposed amendments do not need to take any action to have their vote counted in favour of the revised amendments. Debentureholders who have not voted or wish to change their vote may do so by following the instructions set forth on the proxy provided to them. A debentureholder may revoke a previously voted proxy in accordance with the instructions set forth in the circular.

The amendments are subject to the approval of the Toronto Stock Exchange.

About Temple Hotels Inc.

Temple is a growth-oriented hotel investment company with hotel properties located across Canada. Temple is listed on the Toronto Stock Exchange under the symbols TPH (common shares), TPH.DB.E and TPH.DB.F (convertible debentures).

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