TORONTO, ONTARIO–(Marketwired – May 1, 2017) – CHC Student Housing Corp. (“CHC” or the “Company”) (TSX VENTURE:CHC) announces that it will not be in a position to file its audited annual financial statements (the “Financial Statements”), management’s discussion and analysis and related certifications for the fiscal year ended December 31, 2016 (the “Required Records”) on or before May 1, 2017, as required under applicable securities laws, due to the Company’s current working capital position. However, CHC also announces that it is proceeding with a non-brokered private placement (the “Private Placement”) to raise a minimum of $600,000 and a maximum of $1,000,000 through the issuance of a minimum of 342,857 common shares and a maximum of 571,429 common shares at a price of $1.75 per share to address its current working capital position. The Company has received certain commitments for the completion of the minimum amount under the Private Placement as described below. Following the completion of the Private Placement, the Company intends to have its auditors complete the audit of the Financial Statements as soon as possible and expects to be able to file the Required Records no later than May 19, 2017.
As a result of the Company’s delay in filing the Required Records, the Company has applied to the Ontario Securities Commission (“OSC”), as its principal regulator, for a management cease trade order under National Policy 12-203 Cease Trade Orders for Continuous Disclosure Defaults (“NP 12- 203”) which would restrict all trading in securities of the Company by certain insiders of the Company until such time as the Required Records have been filed by the Company and the cease trade order is no longer in effect. The management cease trade order would not affect the ability of shareholders who are not insiders of the Company to trade their securities. The granting of a management cease trade order is at the discretion of the OSC and there can be no certainty that such an order will be granted. The OSC may instead issue a cease trade order against the Company which would restrict all trading in the Company’s securities until such time as the Required Records have been filed by the Company and the cease trade order is no longer in effect.
The Company confirms that it intends to satisfy the provisions of the alternative information guidelines found in section 10 of NP 12-203 and issue bi-weekly default status reports for so long as the delay in filing the Required Records is continuing, each of which will be issued in the form of a press release. The Company is not subject to any insolvency proceedings nor is there in other material information concerning the affairs of the Company that has not been generally disclosed.
The Private Placement is being made available to existing shareholders of the Company pursuant to the existing security holder prospectus exemption available in the provinces of Canada and to accredited investors pursuant to the accredited investor prospectus exemption available in the provinces of Canada. The Private Placement will first be offered to existing shareholders of the Company, and then to other investors that qualify as accredited investors. If the total amount of gross proceeds raised under this exemption is below the minimum offering of $600,000, certain insiders of the Company and current shareholders who qualify as accredited investors have committed to purchase a sufficient number of common shares so that the Company raises at least the minimum of $600,000 from the Private Placement. The Company intends to close the Private Placement on or about May 11, 2017.
In addition to conducting the Private Placement pursuant to the existing security holder exemption, the Company will also accept subscriptions for common shares where the accredited investor prospectus exemption is available.
To comply with the criteria of the existing security holder exemption, the offering to existing shareholders shall be subject to, among other criteria, the following:
- April 28, 2017 has been set as the record date for the purpose of determining existing shareholders entitled to purchase common shares pursuant to the existing security holder exemption.
- To participate, a qualified shareholder must deliver (a) an executed subscription agreement in the required form, which will include requirements of the existing security holder exemption (e.g., that the subscriber was as of the record date and continues to be as of the date of closing, a shareholder of the Company) and (b) pay the subscription amount by May 9, 2017, or such other date as the Company may designate. Shareholders interested in participating in the Private Placement should contact, or have their registered broker contact, the Company to obtain a copy of the subscription agreement for the financing at: Mark Hansen, President and Chief Executive Officer, CHC Student Housing Corp., 53 Yonge Street, 5th Floor, Toronto, Ontario, M5E 1J3, telephone: (647) 288-9355, e-mail: [email protected]. Requests should be received by no later than May 5, 2017 so that subscription agreements can be signed and funds can be received by the Company by wire transfer or certified cheque no later than May 9, 2017.
- The aggregate acquisition cost to a subscriber under the existing security holder exemption cannot exceed $15,000 per 12 month period unless that subscriber has obtained advice from a registered investment dealer regarding the suitability of the investment. Any current shareholder who qualifies as an accredited investor and subscribes for common shares pursuant to the accredited investor exemption will not be limited to a maximum of $15,000.
- The number of common shares which may be issued under the Private Placement pursuant to the existing security holder exemption will be limited to 100% of the issued and outstanding common shares of the Company, the maximum permitted to be issued under the existing security holder exemption. Subscriptions will be accepted by the Company on a “first come, first served” basis. Therefore, if the Private Placement is over-subscribed in respect of the existing security holder exemption, it is possible that a shareholder’s subscription may not be accepted by the Company. In the event that there is an over-subscription for common shares, subscriptions will be adjusted pro rata (in proportion to the aggregate amount of cleared funds received) to reduce the offering under the existing security holder exemption to the maximum number of common shares permitted. Although the financing is not being offered to existing security holders on a pro rata basis, all shareholders will be treated equally. However, the Company reserves the right not to accept subscription amounts of less than $1,000 (572 common shares) to avoid disproportionate administrative costs. Additionally, in the event of an imbalance of large subscriptions compared to smaller subscriptions, the Company reserves the right in its discretion to reduce large subscriptions in favour of smaller shareholder subscriptions.
- In accordance with the existing security holder exemption, the Company confirms there is no material fact or material change related to the Company that has not been generally disclosed and that the Company’s “core documents” and “documents” as defined under applicable securities laws do not contain a misrepresentation.
Certain insiders of the Company are expected to participate in the Private Placement, which will be considered a related party transaction within the meaning of Multilateral Instrument 61-101. The Company intends to rely on the exemptions from the valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”) contained in Sections 5.5(a) and 5.7(1)(a) or Sections 5.5(g) and 5.7(1)(e) of MI 61-101 in respect of any insider participation in the Private Placement.
All securities issued in connection with the Private Placement will be subject to a four month hold period from the date of issuance in accordance with applicable securities laws. The closing of the Private Placement is subject to receipt of approval of the TSX Venture Exchange.
The Company intends to use the proceeds of the Private Placement to address its current working capital position including to satisfy certain payables and to fund the Company’s operations while its special committee pursues the Company’s process to identify, examine and consider strategic and financial alternatives potentially available to the Company with a view to enhancing shareholder value as announced by the Company on April 11, 2017.
About CHC Student Housing Corp.
CHC Student Housing Corp. is Canada’s only publicly traded company offering high-quality purpose-built student housing properties strategically located on campus or in close proximity to universities and colleges providing students a safe and secure living environment, affordable prices and high-quality amenities. CHC is focused on student housing in primary and well understood secondary markets in Canada.
Forward-Looking Information
Certain information set out in this press release constitutes forward-looking information. Forward-looking statements are often, but not always, identified by the use of words such as “seek”, “anticipate”, “plan”, “continue”, “estimate”, “expect”, “may”, “will”, “intend”, “could”, “might”, “should”, “believe” and similar expressions. In particular, this press release contains forward-looking statements in respect of among other things, the filing of the Required Records and the timing thereof and the completion of the Private Placement and the timing thereof. Forward-looking statements are based upon the opinions and expectations of management of the Company as at the effective date of such statements and, in certain cases, information provided or disseminated by third parties. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, and that information obtained from third party sources is reliable, they can give no assurance that those expectations will prove to have been correct. Readers are cautioned not to place undue reliance on forward-looking statements included in this document, as there can be no assurance that the plans, intentions or expectations upon which the forward-looking statements are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur, which may cause actual results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking statements. These risks and uncertainties include, among other things, risk factors set forth in the Company’s most recent management’s discussion and analysis, a copy of which is filed on SEDAR at www.sedar.com, and readers are cautioned that the risk factors disclosed therein should not be construed as exhaustive. These statements are made as at the date hereof and unless otherwise required by law, the Company does not intend, or assume any obligation, to update these forward-looking statements.
Neither the TSX Venture Exchange (“TSXV”) nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
President and Chief Executive Officer
CHC Student Housing Corp.
(647) 288-9355
[email protected]
