Ainsworth Announces Record Date for Rights Offering
VANCOUVER, BRITISH COLUMBIA -- (Marketwire) -- 11/13/12 -- Ainsworth
Lumber Co. Ltd. (TSX:ANS)(TSX:ANS.WT) ("Ainsworth" or the "Company")
today announced that a record date of the close of business (Toronto
time) on November 22, 2012 has been set for its previously announced
fully backstopped rights offering to holders of Ainsworth's common
shares of record in Canada (the "Rights Offering"). On November 2,
2012, the Company filed a preliminary short form prospectus with the
securities regulatory authorities in each of the provinces of Canada
in respect of the Rights Offering (the "Preliminary Prospectus").
Ainsworth expects to raise gross proceeds of $175 million through the
issue of 140 million common shares pursuant to the Rights Offering.
As previously announced, the completion of the Rights Offering is
conditional upon, among other things, the completion of a separate
debt financing by the Company for gross proceeds of at least US$350
million (the "Debt Financing") on terms and conditions satisfactory
to the Company. On November 9, 2012, the Company announced its
intention to issue US$350 million of senior secured notes through a
As the Rights Offering is conditional on the completion of the Debt
Financing on terms and conditions satisfactory to the Company, the
Toronto Stock Exchange (the "TSX") has advised the Company that due
bills will be used in connection with the Rights Offering to ensure
that the Company's common shares do not effectively begin to trade on
an ex-rights basis until the rights are issued. Due bill trading will
commence on November 20, 2012, being the ex-rights date for the
Rights Offering, and continue until the rights begin trading, which
will occur at the opening of trading on the TSX on the first trading
day (the "Commencement Date") following the date the Company
completes the mailing of the final short form prospectus for the
Rights Offering to eligible shareholders.
Any common shares traded on or after the Commencement Date will
represent common shares that do not carry any entitlement to receive
rights under the Rights Offering. Shareholders holding common shares
of the Company through brokerage accounts will not be required to
take any special action to receive their rights. Any trades that are
executed during the due bill period will be automatically flagged to
ensure purchasers receive the entitlement to receive the applicable
rights and sellers do not receive the entitlement.
Following completion of the Debt Financing, the Company intends to
file a final short form prospectus for the Rights Offering, mail such
prospectus to eligible shareholders and issue the rights. The Company
will confirm further details regarding the Rights Offering, including
the mailing of the final short form prospectus, the Commencement Date
and the expiry date for the Rights Offering, in future announcements.
Further details regarding the Rights Offering and due bill trading
are available in the Preliminary Prospectus, which is available under
Ainsworth's profile on SEDAR at www.sedar.com.
The TSX has conditionally approved for listing the common shares
issuable on exercise of the rights and has conditionally approved the
trading of the rights.
This news release does not constitute an offer to sell or the
solicitation of an offer to buy any securities of Ainsworth. Nor is
it an offer to sell securities or a solicitation of an offer to buy
securities in any state or jurisdiction where prohibited by law. No
securities referred to herein have been or will be registered under
the United States Securities Act of 1933, as amended, and may not be
offered or sold in the United States absent registration or an
applicable exemption from the registration requirements.
Cautionary Statement Regarding Forward-Looking Information
Forward-looking information provided in this news release relating to
Ainsworth's expectations regarding the Rights Offering and
Ainsworth's future prospects and financial position are
forward-looking information pursuant to National Instrument 51-102
promulgated by the Canadian Securities Administrators. Ainsworth
believes that expectations reflected in such information are
reasonable, but no assurance is given that such expectations will be
correct. Forward-looking information is based on Ainsworth's beliefs
and assumptions based on information available at the time the
assumption was made and on management's experience and perception of
historical trends, current conditions and expected further
developments as well as other factors deemed appropriate in the
circumstances. Investors are cautioned that there are risks and
uncertainties related to such forward-looking information and actual
results may vary. Important factors that could cause actual results
to differ materially from those expressed or implied by such forward
looking information include, without limitation, factors detailed
from time to time in Ainsworth's periodic reports filed with the
Canadian Securities Administrators and other regulatory authorities.
The forward-looking information is made as of the date of this news
release and Ainsworth assumes no obligation to update or revise them
to reflect new events or circumstances, except as explicitly required
by securities laws.
Ainsworth Lumber Co. Ltd.
Vice President, Finance and Chief Financial Officer
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