MISSISSAUGA, ON, Sept. 19, 2017 /CNW/ - Temple Hotels Inc.
(TSX:TPH) ("Temple") announced today that the meeting (the
"Meeting") of the holders (the "Debentureholders") of
its 7.25% series E convertible unsecured subordinated debentures
due September 30, 2017 (TPH.DB.E)
(the "Debentures") to consider certain amendments to the
terms of the Debentures will be called as scheduled on September 21, 2017 but will immediately be
adjourned to September 28, 2017 at
10:00 a.m. (Eastern Time). The
deadline for submitting proxies will be September 27, 2017 at 10:00 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 (the "Amendments") to the
Debentures (as amended by the Amendments, the "Amended
Debentures") to be considered at the adjourned Meeting:
1)
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DECREASING the
conversion price from $40.08 to $9.75 per share of Temple.
Previously, Temple had proposed decreasing the conversion price to
$15.00 per share of Temple, rather than $9.75 per share;
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2)
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EXTENDING the
maturity date from September 30, 2017 to September 30, 2020;
and
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3)
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PERMITTING Temple to
redeem the Amended Debentures, in whole or in part, at any time up
to September 30, 2020, at a price equal to the principal amount
thereof plus accrued and unpaid interest to, but excluding the date
of the redemption.
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Contingent on the approval of the Amendments, Temple will redeem
$2,258,200 principal amount of
Debentures on each of September 30,
2017, September 30, 2018 and
September 30, 2019 (the "Partial
Redemptions"). 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% of
the currently issued and outstanding Debentures. Previously, Temple
had only committed to redeem $2,258,200 principal amount of Debentures
(approximately 5% 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' 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 September 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 (the "Board") 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 ("Proxy") 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 August 18, 2017. Further information with respect
to the Amendments will have been outlined in the management
information circular of Temple (the "Circular") dated
August 21, 2017. For the Amendments
to be approved, at least 66⅔% 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
September 28, 2017 at 10:00 a.m. (Eastern Time) at the offices of
Morguard Corporation, 1000 – 55 City Centre Drive, Mississauga, Ontario 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 (the "TSX").
About Temple Hotels Inc.
Temple is a growth oriented hotel investment company with hotel
properties located across Canada.
Temple is listed on the TSX under the symbols TPH (common shares),
TPH.DB.E and TPH.DB.F (convertible debentures). For further
information on Temple, please visit our website at
www.templehotels.ca.
Cautionary Statement Regarding Forward-Looking
Statements
Certain statements included herein constitute "forward-looking
statements". All statements included in this press release that
address future events, conditions or results of operations,
including in respect of the Amendments, are forward-looking
statements. These forward-looking statements can be identified by
the use of forward-looking words such as "may", "should", "will",
"could", "expect", "intend", "plan", "estimate", "anticipate",
"believe", "future" or "continue" or the negative forms thereof or
similar variations. Forward looking statements in this press
release include, but are not limited to, the expected impact of the
Partial Redemptions; the expected terms of the Amendments; the
expected effective date of the Amendments; and the expected
benefits of the Amendments to Temple and to the Debentureholders.
These forward-looking statements are based on certain assumptions
and analyses made by management in light of their experiences and
their perception of historical trends, current conditions and
expected future developments, as well as other factors they believe
are appropriate in the circumstances. Debentureholders are
cautioned not to put undue reliance on such forward-looking
statements, which are not a guarantee of performance and are
subject to a number of risks and uncertainties, including, but not
limited to that the Amendments will not be successfully completed
for any reason and the risk that, if completed, Temple will not be
able to pay the interest and/or repay the principal amount
outstanding under the Debentures when due, and that Temple or
Debentureholders may not realize the anticipated benefits of the
Amendments, and increases in interest rates. Many of such risks and
uncertainties are outside the control of Temple and could cause
actual results to differ materially from those expressed or implied
by such forward-looking statements. In making such forward-looking
statements, management has relied upon a number of material factors
and assumptions, including with respect to general economic and
financial conditions, interest rates, exchange rates, equity and
debt markets, business competition, changes in government
regulations or in tax laws, acts and omissions of third parties,
and the ability of Temple to obtain approval for the Amendments
(including approval from the TSX). Such forward-looking statements
should, therefore, be construed in light of such factors and
assumptions. All forward-looking statements are expressly qualified
in their entirety by the cautionary statements set forth above.
Temple is under no obligation, and expressly disclaims any
intention or obligation, to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise, except as expressly required by applicable law.
SOURCE Temple Hotels Inc.