The Toronto Stock Exchange reports that Cineplex Inc. will redeem $100-million or approximately 31.615 per cent of the total principal amount of its 5.75 per cent convertible unsecured subordinated debentures (symbol CGX.DB.B) outstanding on March 11, 2024. According to the TSX, the record date for the redemption is March 7, 2024. The redemption prices of $1,049.11 per $1,000 principal amount of debentures represents: (i) $1,000 principal amount; (ii) a premium of $23.50; and (iii) $25.61 for accrued and unpaid interest to, but excluding, the redemption date. As the debentures are on the CSE book-entry-only system, debentureholders need not take any action with respect to the redemption.
The TSX reports that the terms of the debentures that remain outstanding have been amended as follows:
- The maturity date of the debentures has been extended from Sept. 30, 2025, to March 1, 2030, effective immediately.
- The interest rate on the debentures will increase from 5.75 per cent per annum to 7.75 per cent per annum, and the debentures will be redesignated as 7.75 per cent convertible unsecured subordinated debentures effective from and including April 1, 2024.
- The interest payment dates commencing after the next
interest payment date of April 1, 2024, will be Sept. 1 and March 1 in each year, instead of Sept. 30
and March 31 in each year.
- The conversion price of the debentures has been
reduced from $10.94 per common share (symbol CGX)
to $10.29 per common share.
- The remaining debentures are not redeemable prior
to March 1, 2027. At any time after March 1, 2027, and
prior to March 1, 2029, the company shall be permitted
to redeem the 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 volume weighted average
trading price of the common shares on the TSX during
the 20 consecutive trading days ending on the fifth
trading day preceding the date on which notice of
redemption is given is not less than 125 per cent of the
conversion price. On and after March 1, 2029, the
debentures would be redeemable at the option of the
company at any time at par plus accrued and unpaid
interest to the date of redemption.
- Five business days following the effective date of
the amendments, the company shall complete the
partial redemption at the redemption price;
- Certain terms related to the make-whole premium and
make-whole premium shares (as such terms are
defined in the indenture) and the
effective dates thereto will be amended.
The TSX notes that all other terms of the debentures remain unchanged.
Refer to the TSX bulletin dated July 13, 2020, for a
summary of the terms of the debentures.
The amendments are contained in a first supplemental
indenture dated March 4, 2024, between the company and TSX Trust Company, as the debenture trustee.
The debentures remaining will commence trading at the
opening on March 6, 2024, on a postredemption basis
under the present trading symbol (CGX.DB.B) and the
present Cusip number (No. 172454 AC 4).
In accordance with the terms of the trust indenture dated July
15, 2020, between the company and TSX Trust, as
supplemented by the first supplemental indenture,
as March 31, 2024, is a
Sunday, the next interest payment date is Monday, April 1,
2024.
The amendment to the interest rate and the redesignation of
the debentures will become effective at the opening on April
1, 2024. As a result, the debentures will be posted for
trading at the opening on April 1, 2024, under the new name,
7.75 per cent convertible unsecured subordinated
debentures. The TSX will issue a
further bulletin announcing details of the
redesignation.
For more information, see the company's consent and proxy solicitation statement
dated Feb. 14, 2024, and news releases dated Feb. 8, 2024, Feb. 9, 2024, and
March 4, 2024.
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