Gold Reserve Announces Amendment No. 2 to Tender Offer Notice of Right of Repurchase for 5.50% Senior Subordinated Convertibl...
11 Juni 2012 - 11:34PM
Business Wire
Gold Reserve Inc. (TSX VENTURE:GRZ) (NYSE-MKT:GRZ) (the
“Company”) announced today that it is notifying holders (“Holders”
or “Noteholders”) of its 5.50% Senior Subordinated Convertible
Notes due 2022 (the “Notes”) that the Company is modifying the
Notice of Right of Repurchase and its terms which were announced on
May 17, 2012 and June 1, 2012. On May 17, 2012 the Company
announced that it had agreed with Holders of 87.8% of the notes
(“Large Noteholders”) to restructure their Notes, subject to
shareholder approval and such consents as may be required under the
Indenture, that will allow the Company to restructure the Notes
with a combination of cash, common shares, modified terms for the
remaining balance of the Notes and a contingent value right. The
Company had offered the terms of that restructuring arrangement
("Proposed Restructuring") to all remaining Noteholders such that
the Holders of the remaining 12.2% of the Notes would have the
opportunity to elect to have their Notes repurchased for 100% cash
pursuant to the Put Option described below or accept the same
arrangement as was agreed with the Large Noteholders, which was
referred to as the Alternative Transaction.
Amendment No. 2 is being filed to withdraw, at this time, the
Alternative Transaction that was announced on June 1, 2012 for the
remaining 12.2% of the Noteholders. The Put Option for 100% cash
continues to be available upon the terms initially described in the
Schedule TO filed on May 17, 2012. The Company intends to offer the
Alternative Transaction as soon as reasonably practicable but no
sooner than 10 business days after the expiration of the Put
Option, subject to applicable legal requirements and compliance
with the terms osf Indenture.
As required by the Indenture (the “Indenture”), dated May 18,
2007, by and among the Company and The Bank of New York Mellon, as
successor in interest to The Bank of New York, as Trustee
(“Trustee”) and the Co-Trustee named therein, the Company offered
to each Holder the right to sell (the “Put Option”), upon the terms
and subject to the conditions set forth in the Indenture, the
Notes, for cash, to the Company. The Put Option remains available
to the Holders. The Put Option for cash will expire at 5:00 p.m.,
New York City time, on June 15, 2012.
The Company intends to consummate its previously announced
agreement with the Large Noteholders. The Holders of the remaining
12.2% of the Notes Holders will not have the opportunity to
participate in the Proposed Restructuring at this time. However,
the Company intends to offer to all such Holders an opportunity to
participate in the Proposed Restructuring as soon as reasonably
practicable but no sooner than 10 business days after the
expiration of the Put Option, subject to applicable legal
requirements and compliance with the terms of Indenture.
Following the expiration of the Put Option and the expiration of
the subsequent offer the Company intends to make to Holders other
than the Large Noteholders, the Company intends to redeem all Notes
that have not been repurchased pursuant to the Put Option or
restructuring pursuant to the Proposed Restructuring as soon as
practicable, subject to applicable legal requirements and
compliance with the terms of Indenture.
For further information please refer directly to the Schedule TO
Amendment No. 2 and all other related filings for further details
at www.goldreserveinc.com, www.sedar.com, or www.sec.gov.
"Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release."
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