- WELL has provided written notice to its debenture holders, most
of whom are long-term focused shareholders, that the Company will
convert all outstanding debentures to common shares by the end of
August.
- The conversion of the debentures will result in the Company
having no other debt or debt instruments on its balance sheet. In
addition, the Company continues to have more than $24M of cash to pursue future M&A
opportunities.
- The conversion of the outstanding debentures will also reduce
WELL's interest expenses, thereby improving the Company's
profitability and cash flow.
VANCOUVER, BC, July 31, 2020 /CNW/ - WELL Health
Technologies Corp. (TSX: WELL) ("WELL" or the
"Company") announces that it has provided 30 days advance
written notice to the holders of the Company's 8% senior unsecured
convertible debentures due June 30,
2024 (the "2019 Debentures") to convert all of the
outstanding principal amount of the 2019 Debentures into common
shares of the Company (the "Common Shares") with
an effective conversion date of August
24, 2020. Additionally, the Company announces that it
has provided 30 days advance written notice to the holders of the
Company's 10% unsecured convertible debentures due March 31, 2025 (the "2020 Debentures") to
convert all of the outstanding principal amount of the 2020
Debentures into Common Shares with an effective conversion date of
August 31, 2020.
"We thank the remaining debenture holders for their past and
ongoing support as they are essentially all long-term shareholders
and we're grateful for their confidence in WELL," said Hamed Shahbazi, Chairman and CEO of WELL.
"Upon conversion, the Company will have no debt and continues to
have a strong balance sheet with over $24M in cash as at June
30, 2020 - capital which will be used for executing on our
growth initiatives and acquisition strategy."
WELL expects that the conversion of the 2019 Debentures will
result in approximately 2,325,282 additional Common
Shares. The remaining holders of the 2019 Debentures are
primarily comprised of Mr. Li
Ka-shing and certain members of WELL's management
team. WELL expects that the conversion of the 2020 Debentures
will result in approximately 4,782,608 additional Common
Shares. The current holders of the 2020 Debentures include a
major long-term focused Canadian institutional investor with
approximately $1 trillion in total
assets under management, Mr. Li
Ka-shing and one other investor. Debenture holders
continue to have the right to convert any part of the principal
amount of their 2019 Debentures and 2020 Debentures prior to their
respective conversion dates in accordance with the procedures set
out in the respective indentures.
Conversion of 2019 Debentures
Pursuant to the terms of the indenture dated June 13, 2019 governing the 2019 Debentures, the
Company became entitled on July 20,
2020 to force conversion of the 2019 Debentures on the basis
that the volume weighted average price ("VWAP") of the
Common Shares on the TSX for 20 consecutive trading days exceeded
$1.25. Pursuant to the
conversion, holders of 2019 Debentures will receive 1,052.63 Common
Shares for each $1,000 principal
amount of 2019 Debentures held. Accrued and unpaid interest
of the 2019 Debentures will be payable in cash. No fractional
Common Shares are to be issued on any conversion, and any Common
Shares so issuable are to be rounded down to the nearest whole
number, and in lieu thereof, the Company will satisfy fractional
interests by a cash payment based on the conversion price of
$0.95 per Common Share.
Conversion of 2020 Debentures
Pursuant to the terms of the indenture dated March 11, 2020 governing the 2020 Debentures, the
Company became entitled on July 28,
2020 to force conversion of the 2020 Debentures on the basis
that the VWAP of the Common Shares on the TSX for 20 consecutive
trading days exceeded $2.80.
Pursuant to the conversion, holders of 2020 Debentures will receive
434.78 Common Shares for each $1,000
principal amount of 2020 Debentures held. Accrued and unpaid
interest of the 2020 Debentures will be payable in cash. No
fractional Common Shares are to be issued on any conversion, and
any Common Shares so issuable are to be rounded down to the nearest
whole number, and in lieu thereof, the Company will satisfy
fractional interests by a cash payment based on the conversion
price of $2.30 per Common Share.
WELL HEALTH TECHNOLOGIES CORP.
Per: "Hamed
Shahbazi"
Hamed Shahbazi
Chief Executive Officer, Chairman and Director
About WELL
WELL is an omni-channel digital health company that operates
Primary Healthcare Facilities, is the third largest digital
Electronic Medical Records (EMR) supplier in Canada and is a national provider of
telehealth services. WELL owns and operates 20 medical
clinics, provides digital EMR software and services to over 1,900
medical clinics across Canada and
is a majority owner of SleepWorks Medical. WELL's overarching
objective is to empower doctors to provide the best and most
advanced care possible while leveraging the latest trends in
digital health. WELL is an acquisitive company that has
completed eleven acquisitions and three equity investments.
WELL is publicly traded on the Toronto Stock Exchange under the
symbol "WELL". WELL was recognized as a TSX Venture 50
Company three years in a row in 2018, 2019 and 2020. To access the
Company's telehealth service, visit: virtualclinics.ca and for
corporate information, visit: www.WELL.company.
Forward-Looking Statements
This news release may contain "forward-looking statements"
within the meaning of applicable Canadian securities laws,
including, without limitation: the anticipated conversion of the
2019 Debentures and 2020 Debentures, the statement that the
Company's profitability and cash flow will improve, the statement
that the Company's capital will be used for future acquisitions and
the pay-out of accrued interest in cash. Forward-looking
statements are necessarily based upon a number of estimates and
assumptions that, while considered reasonable by management, are
inherently subject to significant business, economic and
competitive uncertainties, and contingencies. These
statements generally can be identified by the use of
forward-looking words such as "may", "should", "will", "could",
"intend", "estimate", "plan", "anticipate", "expect", "believe" or
"continue", or the negative thereof or similar variations.
Forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause future results,
performance or achievements to be materially different from the
estimated future results, performance or achievements expressed or
implied by those forward-looking statements and the forward-looking
statements are not guarantees of future performance. The
Company's statements expressed or implied by these forward-looking
statements are subject to a number of risks, uncertainties, and
conditions, many of which are outside of the Company's control, and
undue reliance should not be placed on such statements.
Forward-looking statements are qualified in their entirety by
inherent risks and uncertainties including: adverse regulatory,
financial and operational market conditions; risks inherent in the
primary healthcare sector in general; COVID-19 related risks; that
future results may vary from historical results; and that market
competition may adversely affect the Company's business, growth and
financial condition. Except as required by securities law,
the Company does not assume any obligation to update or revise any
forward-looking statements, whether as a result of new information,
events or otherwise.
The Toronto Stock Exchange has neither approved nor
disapproved the information contained herein.
SOURCE WELL Health Technologies Corp.