TORONTO, Sept. 26,
2023 /CNW/ - Invesque Inc. (the "Corporation"
or "Invesque") (TSX: IVQ) (TSX: IVQ.U) is pleased to
announce that holders (the "Debentureholders") of its 8.75%
Convertible Unsecured Subordinated Debentures due September 30, 2026 (TSX:IVQ.DB.V) (the
"Debentures") passed an extraordinary resolution approving
certain amendments to the Debentures (the "Amendments") at a
meeting of Debentureholders held today (the "Meeting"). The
Amendments to the Debentures will result in:
- CHANGING the date of the partial redemption of the
Debentures (the "Partial Redemption") to October 5, 2023 (the "Redemption Date")
and REDUCING the amount to be redeemed by the Corporation pursuant
to the partial redemption from a principal amount of US$22,000,000 to a principal amount of
US$4,828,000, plus accrued and unpaid
interest thereon to, but excluding, the date of the redemption, to
be payable in cash on October 5,
2023;
- DECREASING the conversion price of the Debentures from
US$2.75 to US$1.10 per share;
- ADDING a covenant that the Corporation shall not make any cash
repayment or redemption of principal on the Corporation's
outstanding 7.00% convertible unsecured subordinated debentures due
January 31, 2025 (the "7%
Debentures") whether before, on or after the maturity date of
the 7% Debentures unless, prior to or contemporaneously with the
repayment or redemption of 7% Debentures, it redeems or repays for
cash an equal principal amount of the Amended Debentures; and
- ADDING a covenant that the Corporation shall not issue (i) a
new class or series of unsecured convertible debentures unless the
maturity date for such debentures is at least 18 months after
September 30, 2026 or (ii) senior
notes in exchange for, or to fund the cash repayment of, all or a
portion of the 7% Debentures.
The Amendments were overwhelmingly approved by approximately
90.6% of the principal amount of the Debentures voted (either in
person at the Meeting or by proxy).
It is anticipated that the effective date of the Amendments will
be September 26, 2023, being the date
that Invesque enters into a second supplemental trust indenture
with the debenture trustee giving effect to such Amendments. The
second supplemental trust indenture will be available on Invesque's
SEDAR+ profile at www.sedarplus.ca.
The Corporation has delivered a notice of Partial Redemption to
the Debentureholders. Such notice of Partial Redemption provides
that the Corporation will, on the Redemption Date redeem
US$4,828,000 of the principal amount
of the Debentures (the "Redeemed Debentures") outstanding
plus accrued and unpaid interest (at 8.75%) thereon from and
including the last interest payment date of September 30, 2023 to, but excluding, the date of
the redemption.
The record date for the Partial Redemption will be October 3, 2023 (the "Record Date").
Debentureholders on the Record Date will have a portion of their
Debentures, in denominations of US$1,000, redeemed effective October 5, 2023 on a pro rata basis in
accordance with the terms of the trust indenture between the
Corporation and Computershare Trust Company of Canada dated August
24 2018, as supplemented by the supplemental indenture dated
May 23, 2023 and the second
supplemental indenture dated September 26,
2023.
On the Redemption Date, the holder of each Redeemed Debenture
(which for greater certainty are selected on a pro rata
basis), will receive a total payment of US$1,001.22 per Redeemed Debenture, comprised of
a principal repayment of US$1,000 and
an interest payment of US$1.22, for
an aggregate redemption payment by the Corporation of US$4,833,890.16. All interest on the Redeemed
Debentures shall cease from and after the Redemption Date.
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 portfolio of income-generating
predominantly private pay seniors housing communities. Invesque's
portfolio includes investments primarily in independent living,
assisted living, and memory care, which are operated 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, the licensed operations,
and provides management services through Commonwealth Senior
Living, LLC, a Delaware limited
liability company. 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
anticipated performance of the Corporation in 2023 and beyond. 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
Corporation's ability to complete the Partial Redemption and that
existing trends being observed by the Corporation's seniors housing
operating partners will continue. 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 Partial Redemption will not occur as planned and
that existing trends being observed by the Corporation's seniors
housing operating partners will not continue, 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.