The 10.5-per-cent convertible unsecured subordinated debentures of Amaya Gaming Group Inc. will be listed and admitted to trading on the TSX Venture Exchange, on the effective date as stated below.
Commencement date: At the opening on Wednesday, April 4, 2012, the debentures will commence trading on the TSX Venture Exchange.
Corporate jurisdiction: Quebec
Capitalization: limited debentures of which $28.75-million face amount are issued and outstanding
Transfer agent: Computershare Trust Company of Canada -- Montreal and Toronto
Trading symbol: AYA.DB
Cusip No.: 02314FAB9
The debentures will be quoted and traded on an accrued interest basis, i.e. all bids, offers and trades of the debentures will reflect only the capital portion of the Debentures and will not reflect accrued interest. Accrued interest must be reflected in the seller's and buyer's settlement amount, and must be reflected on the confirmation with clients.
The debentures, which are issuable only in denominations of $1,000 and integral $1,000 multiples thereof, will be quoted based on $100 principal amounts with all trades being made in multiples of $1,000. For example, an order to buy $5,000 principal amount will be given as an order to buy 5,000. An order to sell $20,000 principal amount will be shown as an order to sell 20,000. An order for 1,500, for example, is not acceptable since all trades must be made in multiples of $1,000. The minimum trading unit of debentures is $1,000 and a board lot of debentures is $1,000.
Details of the debentures:
Term: The debentures become due on April 30, 2014.
Redemption: At any time, the debentures may be redeemed at the option of the corporation at the redemption price equal to the principal amount of the debentures provided, among other things, the current market price of the common shares of the company is not less than 150 per cent of the conversion price.
The corporation may at any time and from time to time, purchase debentures in the market or by tender or by private contract, at any price. All debentures so purchased may, at the option of the corporation, be delivered to the debenture agent and shall be cancelled and no debentures shall be issued in substitution thereof. If, upon an invitation for tenders, more debentures are tendered at the same lowest price that the corporation is prepared to accept, the debentures to be purchased by the corporation shall be selected by the debenture agent on a pro rata basis or in such other manner consented to by the TSX Venture Exchange or such other exchange on which the debentures are then listed which the debenture agent considers appropriate, from the debentures tendered by each tendering debentureholder who tendered at such lowest price.
Interest: The debentures will bear interest at the rate of 10.5 per cent per year payable semi-annually, in cash, on April 30 and Oct. 31 of each year, with the first interest payment occurring on Oct. 31, 2012. The first interest payment on Oct. 31, 2012, which will include interest accrued from and including Jan. 17, 2012, to but excluding Oct. 31, 2012, will be in the amount of $82.85 per $1,000 principal amount of debentures. Interest accrues on a 365-day year.
Subordination: The indebtedness, liabilities and obligations evidenced by any debentures issued under the debenture indenture shall be subordinated and postponed and subject in right of payment, to the extent and in the manner set forth in the debenture indenture, to the prior full and final payment of all existing and future senior indebtedness of any entity of the company.
Conversion: Each debenture will be convertible, at the debentureholder's option, at any time prior April 30, 2014, into common shares at a price of $3.25 per common share, such that approximately 308 common shares shall be issued upon the conversion of one debenture of $1,000.
Clearing and settlement: The debentures will clear and settle through CDS.
Board lot: The debentures will trade in a board lot size of $1,000 face value.
For more information, please see the debenture indenture dated Jan. 17, 2012, and the company's prospectus dated March 27, 2012.
New listing -- warrants
Effective at the opening on Wednesday, April 4, 2012, the share purchase warrants of Amaya Gaming Group will commence trading on the TSX Venture Exchange. The company is classified as a computer systems design and related services company (Naics No. 541510).
Corporate jurisdiction: Quebec
Capitalization: 1,437,500 warrants are issued and outstanding
Warrants exercise price: $3 per share until 5 p.m. Montreal time on Thursday, April 30, 2015
Transfer agent: Computershare Trust Company of Canada -- Montreal and Toronto
Trading symbol: AYA.WT
Cusip No.: 02314F152
The warrants were issued pursuant to a special warrants financing of 28,750 special warrants at a price of $1,000 per special warrant that was accepted by the exchange on Feb. 17, 2012. Each special warrant has been converted, for no additional consideration, into: (i) one unsecured subordinated debenture having a $1,000 par value and convertible into common shares at a price of $3.25 per common share until April 30, 2014; and (ii) 50 warrants, each entitling its holder to acquire one common share at a price of $3 per common share until Thursday, April 30, 2015.
For more information, please see the warrant indenture dated Jan. 17, 2012, and the company's prospectus dated March 27, 2012.
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