/NOT FOR DISTRIBUTION OR DISSEMINATION INTO
THE UNITED STATES OR THROUGH
U.S. NEWSWIRE SERVICES./
HALIFAX, Oct. 23, 2019 /CNW/ - DHX Media Ltd. (dba
WildBrain) ("WildBrain" or the "Company") (TSX: DHX, NASDAQ:
DHXM) today issued rights (each, a "Right") to
eligible holders of its common voting shares ("Common Voting
Shares") and variable voting shares ("Variable Voting Shares" and,
together with the Common Voting Shares, "Voting Shares") as at
October 18, 2019, pursuant to
the Company's previously announced rights offering (the "Rights
Offering").
Pursuant to the Rights Offering, eligible holders of Voting
Shares will receive one Right for each Voting
Share held. Every 3.757635354 Rights will entitle the holder
to subscribe for one whole Voting Share of the Company at a price
of C$1.67 per Voting Share (the
"Subscription Price"). The Subscription Price is equal to
approximately a 20% discount to the volume weighted average trading
price of the Voting Shares on the Toronto Stock Exchange (the
"TSX") for the 5-day period ending on October 8, 2019.
The Rights are exercisable until 5:00
p.m. (Toronto time) on
November 15, 2019 (the "Expiry
Time"), after which time unexercised Rights will be void and of no
value. To subscribe, registered shareholders must forward their
completed Rights certificate, together with the applicable funds,
to the depositary and subscription agent, Computershare Investor
Services, Inc., prior to the Expiry Time. Shareholders who own
their Voting Shares through an intermediary, such as a bank, trust
company, securities dealer or broker, will receive materials and
instructions from their intermediary.
The Rights trade on the TSX under the symbol DHX.RT,
and will cease trading at 12:00 p.m.
(Toronto time) on November
15, 2019. The Rights Offering includes an additional
subscription privilege under which eligible holders of Rights who
fully exercise their Rights will be entitled to subscribe for
additional Voting Shares, if available, that are not otherwise
subscribed for in the Rights Offering.
The Rights Offering will be conducted only in the provinces and
territories of Canada (the
"Eligible Jurisdictions"). Accordingly, and subject to the detailed
provisions of a Rights Offering circular (the "Circular"), Rights
will not be delivered to, nor will they be exercisable by, persons
resident outside of the Eligible Jurisdictions unless such holders
can establish that the transaction is exempt under applicable
legislation. Rather, such Rights may be sold on their behalf. If
you are a holder of Voting Shares and reside outside of
Canada, please review the
Company's Rights Offering notice (the "Notice"), Circular and
notice to ineligible shareholders to determine your eligibility and
the process and timing requirements to receive and exercise your
Rights.
Details of the Rights Offering are
set out in a Notice and Circular,
which are available under the
Company's profile on SEDAR at www.sedar.com.
The Rights and the Voting Shares issuable upon exercise of the
Rights have not been, and will not be, registered under the United
States Securities Act of 1933, as amended, and accordingly, the
Rights and the Voting Shares are not being publicly offered for
sale in the "United States" or to
"U.S. persons" (as such terms are defined in Regulation S under the
United States Securities Act of 1933, as amended). This press
release does not constitute an offer to sell or the solicitation of
an offer to buy the securities in any jurisdiction. There shall be
no sale of the securities in any jurisdiction in which an offer to
sell, a solicitation of an offer to buy or a sale would be
unlawful.
The Company has also announced that it will hold its annual and
special meeting of shareholders (the "Meeting") on December 17, 2019, with a record date of
November 12, 2019. Consequently, any
Voting Shares received upon exercise of the Rights under the Rights
Offering will not be eligible to be voted at the Meeting.
About WildBrain
At WildBrain we make great content for kids and families. With
over 13,000 half-hours of filmed entertainment in our library – one
of the world's most extensive – we are home to such brands as
Peanuts, Teletubbies, Strawberry Shortcake,
Caillou, Inspector Gadget and Degrassi. Our
shows are seen in more than 150 countries on over 500 telecasters
and streaming platforms. Our AVOD business – WildBrain Spark
– offers one of the largest networks of kids' channels on YouTube,
with over 109 million subscribers. We also license consumer
products and location-based entertainment in every major territory
for our own properties as well for our clients and content
partners. Our television group owns and operates four family
entertainment channels that are among the most-viewed in
Canada. WildBrain is headquartered
in Canada with offices worldwide
and trades on the Toronto Stock Exchange (DHX) and the NASDAQ
(DHXM). Visit us at www.wildbrain.com.
On September 23, 2019, DHX
Media Ltd. announced it is rebranding as "WildBrain".
Disclaimer
This press release contains "forward-looking statements" under
applicable securities laws with respect to the Company including,
without limitation, statements regarding business strategies and
operational activities of the Company. Although the Company
believes that the expectations reflected in such forward-looking
statements are reasonable, such statements involve risks and
uncertainties and are based on information currently available to
the Company. Actual results or events may differ materially from
those expressed or implied by such forward-looking statements.
Factors that could cause actual results or events to differ
materially from current expectations, among other things, include
the risk factors discussed in materials filed with applicable
securities regulatory authorities from time to time including
matters discussed under "Risk Factors" in the Company's most recent
Annual Information Form and annual Management Discussion and
Analysis, which also form part of the Company's annual report on
Form 40-F filed with the U.S. Securities and Exchange Commission.
These forward-looking statements are made as of the date hereof,
and the Company assumes no obligation to update or revise them to
reflect new events or circumstances, except as required by law.
SOURCE DHX Media Ltd. (dba WildBrain)
