VANCOUVER, BRITISH COLUMBIA–(Marketwired – May 12, 2016) –
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Glacier Media (TSX:GVC) announces that it will be offering rights to holders of its common shares at the close of business on the record date of May 19, 2016.
The rights offering is being undertaken to reduce financial leverage by paying down bank debt, thereby allowing sufficient free cash flow from operations to be available to support investments in the Company’s operating businesses and to pay down additional debt as required, from time to time.
While the Company completed a new two-year banking facility on favourable terms in late 2015, a reduction in leverage is advisable given market uncertainties, the mature nature of the community media business and the need to maintain targeted investments in growth businesses.
Over the past six months, the Company’s financial performance has improved. While EBITDA for the first quarter of 2016 exceeded EBITDA for the first quarter of 2015, significant near-term uncertainty and market risk persists. The continued slump in metals and minerals prices and the dramatic and sudden decline in energy prices have negatively impacted the Company’s financial performance. While clearly a cyclical downturn, it is unclear as to the timing of a commodities recovery. In addition, the community media operations, while still profitable, are maturing. Operational restructurings that improve profitability have and will continue to be implemented but the Company expects the community media industry will continue to mature.
A number of the Company’s businesses, however, are experiencing high growth and have significant market opportunities. Businesses including ERIS (Environmental Risk Information Service), Fundata, REW.ca, the Canadian Outdoor Farm Shows, Weather Innovations and STP (Specialty Technical Publishers) are all experiencing strong revenue growth. In order to maintain this growth, capitalize on the significant market needs and potential and keep abreast of competitive threats, additional operating and capital investments by the Company are necessary to be made, on a timely basis, while current market opportunities exist. The Company intends to maintain investment in these operating businesses as well as other data and information products such as Daily Oil Bulletin, Canoils, AgDealer.com, IntelligenceMine, EduMine and other core information products.
Details of the Rights Offering
Rights will be offered on the basis of one right for each common share held. Four (4) rights will entitle the holder to subscribe for one common share of Glacier upon payment of the subscription price of $0.65 per common share. No fractional common shares will be issued. The rights offering will be conducted in Canada only.
The rights will trade on the Toronto Stock Exchange under the symbol GVC.RT commencing on May 17, 2016 and until noon (Toronto time) on June 30, 2016 and the rights will expire at 4:00 p.m. (Toronto time) on June 30, 2016 (the “Expiry Time“), after which time unexercised rights will be void and of no value. Shareholders who fully exercise their rights will be entitled to subscribe for additional common shares, if available as a result of unexercised rights prior to the Expiry Time, subject to certain limitations set out in Glacier’s rights offering circular.
Details of the rights offering will be set out in the rights offering notice and rights offering circular which will be available under Glacier’s profile at www.sedar.com. The rights offering notice and accompanying rights certificate will be mailed to each eligible shareholder of Glacier as at the record date. Registered shareholders who wish to exercise their rights must forward the completed rights certificate, together with the applicable funds, to the rights agent, Computershare Investor Services Inc., on or before the Expiry Time. Shareholders who own their common shares through an intermediary, such as a bank, trust company, securities dealer or broker, will receive materials and instructions from their intermediary.
There are currently 89,083,105 common shares of Glacier outstanding. If all of the rights issued under the rights offering are validly exercised, the offering will raise gross proceeds of approximately $14,476,004, the net proceeds of which will be used to repay Glacier’s bank indebtedness.
Backstop Commitments
Glacier’s three largest shareholders have backstopped $10,600,000 of the offering. The Company has entered into backstop agreements (the Backstop Agreements) with Madison Venture Corporation (MVC), Foyston, Gordon & Payne Inc. (Foyston) and Franklin Templeton Investments Corp. (Franklin) (together called the Backstop Purchasers).
No fees are being paid to any of the Backstop Purchasers for these commitments pursuant to the Backstop Commitments.
Pursuant to the respective Backstop Agreement, each of the Backstop Purchasers will exercise all of their respective Rights and the Rights held by their subsidiaries or funds controlled by them and will exercise the Additional Subscription Privilege for a specified number of Common Shares so that following the exercise by it of its Basic Subscription Privilege and the Additional Subscription Privilege, and its funds or subsidiaries will have purchased Common Shares having a specified aggregate Subscription Price. The aggregate Subscription Amount for MVC will be $6,000,000; for Franklin will be $2,600,000 and for Foyston will be $2,000,000.
The Backstop Agreements contain representations, warranties, covenants and other provisions typical of a transaction of this nature, including the right not to purchase the Common Shares set forth in the Commitments if there is a breach by Glacier of its representations or if there is a material adverse change in the business of Glacier.
Agent
Glacier has appointed Raymond James Ltd. as its agent to facilitate the exercise of the rights.
About Glacier
Glacier Media Inc. is an information communications company focused on the provision of primary and essential information and related services through print, electronic and online media. Glacier is pursuing this strategy through its core business: the community media and business information markets.
Shares in Glacier are traded on the Toronto Stock Exchange under the symbol GVC.
This press release contains forward-looking information based on current expectations, including but not limited to our expectations in connection with the rights offering and standby commitment, including the use of proceeds and events which are proposed to occur on closing. Forward-looking information is often, but not always, identified by the use of the words “contemplate”, “estimate”, “expect” and “anticipate” and statements that an event or result “may”, “will”, “should”, “could” or “might” occur and any similar expressions or negative variations thereof.
In providing forward-looking information in this press release, we have made numerous assumptions regarding the rights offering and standby commitment, which we believe to be reasonable, including assumptions relating to: (i) the satisfaction or waiver of all conditions to the completion of the rights offering and the commitments; and (ii) the outcome of the rights offering and related transactions, including the expected use of proceeds. Forward-looking information entails various risks and uncertainties however that could cause actual results to differ materially from those reflected in the forward-looking information. Specific risks that could cause actual results to differ materially from those anticipated or disclosed in this press release include, but are not limited to: (i) the dilution that will be experienced by shareholders who do not exercise their rights; (ii) failure to satisfy the conditions to complete the rights offering and the commitments, including failure to receive required approvals, including the occurrence of any event, change or other circumstance that could give rise to the termination of the backstop agreements; (iii) the delay of completion or failure to complete the rights offering for any other reason; (iv) no assurance as to the trading of any rights; (v) the exercise of the rights of a shareholder being irrevocable; (vi) the exercise price may not indicate the value of the shares; (vii) failure of a shareholder to properly subscribe for shares may result in a non-exercise; (viii) the use of funds may differ from that set out by Glacier; and (ix) if the offering is terminated, shareholders will not receive any interest on funds forwarded with their subscriptions. In addition, general risks relating to capital markets, economic conditions, regulatory changes, as well as the operations of our business may also cause actual results to differ materially from those anticipated or disclosed in this press release. Forward-looking information are not guarantees of future performance, and management’s assumptions upon which such forward-looking information are based may prove to be incorrect.
Accordingly, there can be no assurance that actual events or results will be consistent with the forward-looking information disclosed herein. In light of the significant uncertainties inherent in forward-looking information, any such forward-looking information should not be regarded as representations by us that our objectives or plans relating to the rights offering or standby commitment or otherwise will be achieved. Investors are cautioned not to place undue reliance on any forward-looking information contained herein and that such forward-looking information are provided solely for the purpose of providing information about our current expectations and plans relating to the future. Readers are cautioned that such information may not be appropriate for other purposes. In addition, forward-looking information relates to the date on which they are made.
We disclaim any intention or obligation to update or revise any forward-looking information contained in this press release, whether as a result of new information, future events or otherwise, except to the extent required by law.
Investor Relations: Orest Smysnuik
Chief Financial Officer
604-708-3264
[email protected]
www.glaciermedia.ca
