Further to its bulletin dated July 7, 2020, Cineplex Inc.'s 5.75 per cent convertible unsecured subordinated debentures began trading on the TSX on an if, as and when-issued basis at the open on July 10, 2020, under the symbol CGX.DB.B and Cusip No. 172454 AC 4. As stated in its final short form prospectus dated July 9, 2020, the company is issuing $275-million principal amount of debentures in the minimum principal amount of $1,000 each in a public offering. It expects to close its prospectus offering of debentures before the open on July 15, 2020.
According to the TSX, subject to the closing of the offering prior to the opening on July 15,
2020: (i) all trades in CGX.DB.B in the if, as and when-issued
market on July 10, 2020, will be for special settlement on July 15,
2020, and will appear on the settlement report from CDS Clearing
and Depository Services Inc.; and (ii) all trades in
CGX.DB.B in the if, as and when-issued market on July 13, 2020, and
July 14, 2020, will be for special settlement two business days after the
trade date and will appear on the settlement report from CDS. If
the offering does not close, all of the if, as and when-issued trades
will be cancelled; no securities will be delivered and no money will
be owed by purchasers to sellers.
Parties who are entitled to receive debentures under the offering
may sell such securities in the if, as and when-issued market
without being subject to restrictions on short sales. Parties who are
not entitled to receive debentures under the offering must comply
with the short sale rule in all respects for any sales they make in the
if, as and when-issued market.
Trading in the debentures on an if, as, and when-issued basis will
be on an interest flat basis as interest accrues on the debentures
only if they are issued upon the closing of the prospectus offering. If
and when the offering closes on July 15, 2020, the debentures will
be quoted and traded on an accrued-interest basis. That is, 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 settlement amount and
must be reflected on the confirmation with clients.
Upon closing of the offering, the TSX will issue a further bulletin to confirm: (i) the closing; and (ii) that the debentures will no longer trade on an if, as and
when-issued basis but will trade thereafter on a regular settlement
basis. If the offering does not close, all of the if, as and when-issued trades will be cancelled. No securities will be delivered and
no money will be owed by purchasers to sellers.
According to the TSX, the debentures will mature on Sept. 30, 2025, and will pay interest semi-annually in arrears on March 31 and Sept. 30 in each year at 5.75 per cent per year. Assuming the offering closes on July 15, 2020, the initial interest payment of $12.097 per $1,000 principal amount of debentures will be made on Sept. 30, 2020.
The TSX reports that the debentures will be convertible at the option of the holder at any time before the close of business on the earlier of: (i) five business days before the maturity date; and (ii) if called for redemption, five business days immediately preceding the date fixed for redemption, at a conversion price of $10.94 per share. This conversion price represents a conversion rate of approximately 91.4077 shares per $1,000 principal amount of debentures.
© 2020 Canjex Publishing Ltd. All rights reserved.