TORONTO, Nov. 5, 2021 /CNW/ - Invesque Inc. (the
"Corporation" or "Invesque") (TSX: IVQ) (TSX:
IVQ.U) announced today that, following feedback and discussions
with certain Debentureholders (defined below), it has proposed
further enhanced terms to the previously announced amendments
(together with the previously announced amendments, the "Revised
Enhancements") to the 5.00% 2016 Convertible Debentures due
January 31, 2022 (TSX:IVQ.DB.U) (the
"Debentures"). The Revised Enhancements are to be
considered at the meeting (the "Meeting") of the holders of
Debentures (the "Debentureholders"), which was adjourned to
November 15, 2021 at 10:00 a.m. (Eastern Time). The deadline for
submitting proxies is November 12,
2021 at 10:00 a.m. (Eastern
Time).
Based upon feedback from Debentureholders, the Board of
Directors of Invesque (the "Board") determined to further
enhance the terms of the proposal. Accordingly, the proposed
Revised Enhancements to the Debentures (as amended by the Revised
Enhancements, the "Amended Debentures"), to be considered
for approval at the Meeting are:
- INCREASING the underlying interest rate from 5.00% to 7.00%,
effective January 31, 2022.
Previously, Invesque had proposed increasing the interest rate
to 6.25%;
- DECREASING the conversion price from US$11.00 to US$5.00
per share of Invesque. Previously, Invesque had proposed decreasing
the conversion price to US$6.00 per
share;
- EXTENDING the maturity date from January
31, 2022 to January 31, 2025;
and
- REEDEMING, on a pro rata basis, US$20,000,000 (representing approximately 44.5%)
of the principal amount of the Amended Debentures outstanding as at
the close of business on January 31,
2022, plus accrued and unpaid interest thereon to, but
excluding, the date of the redemption (the "Partial
Redemption"). Previously, the Corporation had proposed a
redemption of US$10,000,000 or 22.23%
of the principal amount of the Amended Debentures outstanding.
The Revised Enhancements will provide that, other than the
Partial Redemption, the Amended Debentures are not redeemable prior
to January 31, 2024 and, at any time
after January 31, 2024, Invesque
shall be permitted to redeem the Amended Debentures, in whole or in
part at a price equal to the principal amount thereof plus accrued
and unpaid interest to, but excluding, the date of the redemption
provided that the market price of Invesque common shares at that
time is at least 125% of the US$5.00
conversion price.
All remaining Amended Debentures will be repaid by Invesque at
the extended maturity date of January 31,
2025 pursuant to the terms of the indenture governing the
Amended Debentures.
If the Revised Enhancements are approved by the Debentureholders
at the Meeting, the effective date of the Amended Debentures will
be on the date that Invesque enters into a supplemental trust
indenture embodying such amendments.
Voting Support Agreements
As disclosed in the press release on November 1, 2021, 60% of Debentureholders had
voted in favour, by proxy, of the previously announced debenture
amendments. Subsequently, certain Debentureholders have now signed
voting support agreements pursuant to which they have agreed to
vote the Debentures, beneficially owned or controlled or directed
by them FOR the Revised Enhancements and all matters related
thereto at the Meeting.
As at the close of business as of the date hereof, of the
aggregate of: a) all the Debentures voted by proxy in respect of
the previously announced debenture amendments; and b) those to be
voted in accordance with the signed voting support agreements,
approximately 77% are in favour of the Revised Enhancements.
Debentureholders who previously voted in favour of the
originally proposed amendments do not need to take any action to
have their vote counted in favour and receive the Revised
Enhancements.
Management believes the Revised Enhancements will achieve the
required support from the Debentureholders to be approved at the
upcoming Meeting.
"We are very pleased with the response from the Debentureholders
to date and thank those numerous holders who have already voted in
favour of our original proposal announced on September 27, 2001" said Scott White, Invesque's Chairman and Chief
Executive Officer. "Given the feedback we have received from
certain Debentureholders who had previously voted against the
original amendments, we have further enhanced the terms of our
proposal for the benefit of all Debentureholders and we believe the
Revised Enhancements will provide value to all of Invesque's
stakeholders."
Board Recommendation
The Board believes that the Revised Enhancements provide a
number of benefits to Invesque and the Debentureholders, and are in
the best interests of the Corporation.
The Board UNANIMOUSLY RECOMMENDS that the
Debentureholders vote FOR the Revised Enhancements.
Details about the Revised Enhancements
Debentureholders are encouraged to consider and participate in
the vote on the proposed Revised Enhancements and to deposit their
Proxy Form or Voting Instruction Form ("Proxy"), or make
changes to any previously deposited Proxy, in advance of the
Meeting.
The record date for determining the Debentureholders entitled to
receive notice of and vote at the Meeting remains September 27, 2021. For the Revised Enhancements
to be approved, at least 662/3% of the principal amount
of the Debentures voted (either in person at the Meeting or by
proxy) must be voted in favour of the Revised Enhancements.
Detailed voting instructions can be found in the management
information circular dated September 30,
2021 and accompanying Proxy. The Meeting was adjourned and
will be reconvened on November 15,
2021 at 10:00 a.m. (Eastern
Time) at the offices of Invesque Inc., 211 W. Main Street,
Suite 400, Carmel, Indiana 46032.
The deadline for submitting Proxies is November 12, 2021 at 10:00
a.m. (Eastern Time).
The adjourned Meeting will be made available by teleconference
call and webcast at 1-800-437-2398 (North American Toll Free) or
647-792-1240 (Toronto Local) and using confirmation number 3868066,
or by visiting:
https://produceredition.webcasts.com/starthere.jsp?ei=1511114&tp_key=60d5169fd9.
Debentureholders should note that the above confirmation number and
URL have been updated from the information previously provided.
Debentureholders who previously voted in favour of the
originally proposed amendments do not need to take any action to
have their vote counted in favour of the Revised
Enhancements. Debentureholders who have not voted or wish
to change their vote may do so by following the instructions set
forth in the Proxy delivered to them.
The Revised Enhancements are subject to the approval of the
Toronto Stock Exchange (the "TSX").
About Invesque
Invesque is a North American health care real estate company
with an investment thesis focused on the premise that an aging
demographic in North America will
continue to utilize health care services in growing proportion to
the overall economy. Invesque currently capitalizes on this
opportunity by investing in a highly diversified portfolio of
income generating properties across the health care spectrum.
Invesque's portfolio includes investments in independent living,
assisted living, memory care, skilled nursing, transitional care,
and medical office properties, which are operated primarily under
long-term leases and joint venture arrangements with industry
leading operating partners. Invesque's portfolio also includes
investments in owner-occupied seniors housing properties in which
Invesque owns the real estate and provides management services
through its subsidiary management company, Commonwealth Senior
Living. For more information, please
visit www.invesque.com.
Forward-Looking Information:
Certain statements contained in this news release are
forward-looking statements and are provided for the purpose of
presenting information about management's current expectations and
plans relating to the future. Readers are cautioned that such
statements may not be appropriate for other purposes. These
forward-looking statements include statements regarding: the
Meeting date, the proposed Revised Enhancements and the support
therefor, and the anticipated Partial Redemption. In some cases
forward-looking information can be identified by such terms as
"will", "would", "anticipate", "anticipated", "expect" and
"expected". The forward-looking statements in this news release are
based on certain assumptions, including assumptions regarding the
anticipated support for the Revised Enhancements and the
Corporation's ability to complete the Partial Redemption. Such
statements are subject to significant known and unknown risks,
uncertainties and other factors that may cause actual results or
events to differ materially from those expressed or implied by such
statements and, accordingly, should not be read as guarantees of
future performance or results and will not necessarily be accurate
indications of whether or not such results will be achieved. Such
risks include the risk that the Revised Enhancements will not be
approved and that the Partial Redemption will not occur as planned,
as well as those risks described in the Corporation's current
annual information form and management's discussion and analysis,
available on SEDAR at www.sedar.com, which risks may be dependent
on market factors and not entirely within the Corporation's
control. Although management believes that it has a reasonable
basis for the expectations reflected in these forward-looking
statements, actual results may differ from those suggested by the
forward-looking statements for various reasons. These
forward-looking statements reflect current expectations of the
Corporation as at the date of this news release and speak only as
at the date of this news release. The Corporation does not
undertake any obligation to publicly update or revise any
forward-looking statements except as may be required by applicable
law.
SOURCE Invesque Inc.