THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
ROGERS SUGAR COMPLETES BOUGHT DEAL PUBLIC OFFERING OF $69.2 MILLION OF SUBSCRIPTION RECEIPTS AND $57.5 MILLION AGGREGATE PRINCIPAL AMOUNT OF CONVERTIBLE DEBENTURES
The offering includes the exercise by the underwriters of their over-allotment options in full
Vancouver, Canada – July 28, 2017 – Rogers Sugar Inc. (the “Corporation” or “Rogers Sugar”) (TSX: RSI) is pleased to announce the closing of its previously-announced bought deal public offering of subscription receipts for gross proceeds of $69.2 million (the “Subscription Receipts”) at a price of $5.90 per Subscription Receipt (the “Equity Offering”) and $57.5 million aggregate principal amount of extendible convertible unsecured subordinated debentures (the “Debentures”) at a price of $1,000 per debenture (together with the Equity Offering, the “Offering”), pursuant to an underwriting agreement dated July 14, 2017 entered into among the Corporation, Lantic Inc., and a syndicate of underwriters co-led by TD Securities Inc. and BMO Capital Markets, and including National Bank Financial Inc., Scotia Capital Inc., RBC Dominion Securities Inc., CIBC World Markets Inc. and Desjardins Securities Inc. (collectively, the “Underwriters”). The Offering includes the exercise by the Underwriters of the over-allotment options in full, resulting in the issuance of $9.0 million of Subscription Receipts and $7.5 million aggregate principal amount of Debentures.
The Subscription Receipts and the Debentures were offered in all provinces of Canada pursuant to a short form prospectus of Rogers Sugar dated July 21, 2017. In addition, the Subscription Receipts and the Debentures were offered in the United States in transactions exempt from registration under the U.S. Securities Act of 1933 and applicable state securities laws.
Rogers Sugar intends to use the net proceeds of the Offering to finance the payment of a portion of the purchase price and related expenses of its previously-announced proposed acquisition (the “Transaction”) of all of the issued and outstanding shares of L.B. Maple Treat Corporation (“LBMT”).
The Subscription Receipts are exchangeable on a one-for-one basis for common shares of Rogers Sugar (“Common Shares”) upon closing of the Transaction for no additional consideration or further action. If the Transaction closing (the “Transaction Closing”) does not occur on or before 5:00 pm (Montréal time) on October 31, 2017, or the Corporation advises the Underwriters or announces to the public that it does not intend to proceed with the Transaction in such circumstances that may be permitted pursuant to the share purchase agreement entered into in connection with the Transaction (each a “Termination Event” and the date such a Termination Event occurs a “Termination Date”), holders of Subscription Receipts will receive the full purchase price of the Subscription Receipts, together with their pro rata portion of interest earned thereon between July 28, 2017 and the Termination Date.
Holders of Subscription Receipts will receive on the date of the Transaction Closing, in the form of a dividend equivalent payment, an amount equal to any dividends declared by Rogers Sugar and payable to holders of Common Shares of record as of dates from and including July 28, 2017 to but excluding the date of the Transaction Closing. The first dividend equivalent payment holders of Subscription Receipts will be eligible to receive is in respect of the dividend payable on or about October 20, 2017 to holders of Common Shares of record on September 30, 2017, to the extent that such dividend is declared by the Corporation.
The Debentures will bear interest at a rate of 5.00% per annum, payable semi-annually in arrears on the last day of June and December in each year, commencing December 31, 2017, and will be convertible at the option of the holder into Common Shares at a conversion rate of 121.0654 Common Shares per $1,000 principal amount of Debentures, which is equal to a conversion price of $8.26 per Common Share. The initial maturity date of the Debentures will be the earliest date on which the Termination Event occurs or October 31, 2017, which initial maturity date will automatically be extended to December 31, 2024 upon the Transaction Closing.
The Subscription Receipts and the Debentures will commence trading today on the Toronto Stock Exchange under the symbols RSI.R and RSI.DB.E, respectively.
Neither the Subscription Receipts, the Debentures nor the underlying Common Shares have been, and they will not be, registered under the U.S. Securities Act of 1933, as amended, and such securities may not be offered or sold in the United States, absent registration or an applicable exemption from registration. This press release shall not constitute an offer to sell or a solicitation of an offer to buy the Subscription Receipts, the Debentures or the underlying Common Shares.
About Rogers Sugar Inc.
Rogers Sugar is a corporation established under the laws of Canada. The Corporation holds all of the common shares of Lantic Inc. Lantic Inc. operates cane sugar refineries in Montreal, Québec and Vancouver, British Columbia, as well as the only Canadian sugar beet processing facility in Taber, Alberta. Lantic Inc.’s sugar products are marketed under the “Lantic” trademark in Eastern Canada, and the “Rogers” trademark in Western Canada and include granulated, icing, cube, yellow and brown sugars, liquid sugars and specialty syrups.
FOR ALL INVESTOR INQUIRIES, PLEASE CONTACT:
Ms. Manon Lacroix
Vice President of Finance and Secretary
Tel: (514) 940-4350
Website: www.lantic.ca or www.rogerssugarinc.com