June 10, 2014 8:30 AM
Lorne Park Capital Partners Inc. announces a Private Placement of $10,000,000 in Non-Convertible Unsecured Debentures
/NOT FOR DISTRIBUTION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW./
TORONTO, June 10, 2014 /CNW/ – Lorne Park Capital Partners Inc. (TSX-V: LPC) (“LPCP” or the “Corporation“) is pleased to announce a proposed non-brokered private placement offering of non-convertible and unsecured debentures of the Corporation (the “Debentures“) for an aggregate principal amount of up to CAD$10,000,000 (the “Offering“), subject to acceptance by the TSX Venture Exchange. The Debentures will be issued in denominations of $1,000, subject to a minimum subscription of $10,000. The Debentures will bear an interest at a fixed rate of 8% per annum, which will be calculated from their date of issue (the “Closing Date“) to be paid semi-annually in arrears, and will have a maturity date of five years (“Maturity Date“).
Each year during their term, holders of the Debentures (the “Debenture Holders“) may request redemption of all or part of their Debenture up to 90 days prior to the anniversary of the Closing Date (the “Anniversary Date“). On or about the Anniversary Date, the Corporation may, at its discretion, repay some, all or none of the redemption requests, on a pro-rated basis in the event that the total redemption requests exceed the total amount to be redeemed by the Corporation.
The Corporation proposes to issue to each Debenture subscriber 250 common share purchase warrants (the “Warrants“) for each $1,000 principal amount of the Debenture, up to a maximum aggregate of 2,500,000 Warrants. Each Warrant will entitle a Debenture Holder to purchase one common share of the Corporation at an exercise price of $0.40 per common share for a period of one year from the Closing Date. The Warrants will not be transferable, but the common shares issuable on the exercise of the Warrants (the “Warrant Shares“) will be listed on the TSX Venture Exchange.
The Debentures will be sold pursuant to available exemptions from the registration and prospectus requirements to purchasers in Canada. The Debentures may also be sold outside of Canada, provided that no registration or prospectus filing or comparable obligation arises.
The Debentures will not be listed on any stock exchange and there will not be a market for the Debentures. In accordance with applicable securities laws, the Debentures, Warrants and Warrant Shares will be subject to a minimum four month hold period.
The Corporation may pay a cash finder’s fee of up to 5% in accordance with applicable securities laws and policies of the TSX Venture Exchange.
The Corporation is continuously exploring growth opportunities and the proceeds from the Offering may be used in the near term to fund such opportunities, including (a) the acquisition of a significant interest in a portfolio management firm, (b) the establishment of the Corporation’s wealth management distribution platform and (c) for general working capital purposes.
The closing of the Offering will be subject to customary terms and conditions including, but not limited to, the receipt of the approval of the TSX Venture Exchange for the issuance of the Debentures, Warrants and Warrant Shares.
The Debentures will be eligible for RRSP and TFSA accounts.
About Lorne Park Capital Partners Inc.
LPCP was created to bring together boutique investment management and wealth advisory firms in order to deliver robust, cost effective investment solutions to affluent investors, foundations, estates and trusts. LPCP’s unique strategy creates better alignment between investment managers and wealth advisors while providing them with additional resources to accelerate their growth.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release contains certain forward-looking statements. LPCP has tried, whenever possible, to identify these forward-looking statements using words such as “anticipates”, “believes”, “estimates”, “expects”, “plans”, “intends”, “potential”, “may” and other similar expressions. These statements reflect LPCP’s current belief and are based upon currently available information. Accordingly, such forward-looking statements involve known and unknown risks, uncertainties and other factors which could cause LPCP’s actual results, performance or achievements to differ materially from those expressed in or implied by such statements. LPCP undertakes no obligation to update or advise in the event of any change, addition or alteration to the information contained in this news release including such forward-looking statements, unless otherwise required under applicable law.
SOURCE Lorne Park Capital Partners Inc.