TVA Group announces filing of final prospectus for rights offering
Montréal, February 4, 2015 — TVA Group Inc. (TVA or the Corporation) announced today that it has filed a final prospectus with the securities regulatory authorities in each of the provinces of Canada outlining the details of its rights offering (the Final Prospectus), in which all holders of TVA’s outstanding Class A common shares, voting, participating, without par value (Class A Shares) and Class B shares, non-voting, participating, without par value (Class B Non-Voting Shares), will receive rights to subscribe for Class B Non-Voting Shares (Rights), on an equitable and proportional basis, for aggregate gross proceeds of approximately $110 million (the Rights Offering).
As previously announced, in accordance with a standby commitment agreement entered into with the Corporation, Quebecor Media Inc. (QMI) has provided a standby commitment pursuant to which QMI will be required to acquire all Class B Non-Voting Shares not subscribed for under the Rights Offering, subject to certain conditions. TVA intends to use the proceeds from the Rights Offering to repay all or substantially all amounts outstanding (including accrued interests) under a $100 million bridge loan provided by QMI, which was drawn in full for the purpose of funding part of the purchase price for the Corporation’s acquisition of substantially all of the assets of A.R. Global Vision Ltd., and to pay all offering-related fees and expenses, including the standby commitment fee of 1% of the aggregate gross proceeds of the Rights Offering to QMI.
Key terms of the Rights Offering contained in the Final Prospectus include:
Each holder of Class A Shares and/or Class B Non-Voting Shares will receive one transferable Right for each Class A Share or Class B Non-Voting Share owned as of February 18, 2015, the record date of the Rights Offering.
Every 1.22312116 Rights will entitle the holder to subscribe for one Class B Non-Voting Share of TVA.
The subscription price is $5.66 per Class B Non-Voting Share, representing a price that is at a discount of 15% to the volume weighted average trading price of the Class B Non-Voting Shares, calculated by dividing the total value of Class B Non-Voting Shares traded on the Toronto Stock Exchange (TSX) for the five most recent trading days on which Class B Non-Voting Shares traded on the TSX ending on February 2, 2015, being the second trading day immediately preceding the date of the Final Prospectus by the total volume of such traded Class B Non-Voting Shares over the same period.
On or about February 23, 2015, a copy of the Final Prospectus will be mailed to each shareholder of record as of the record date. In addition, a rights certificate will be mailed to each registered shareholder resident in a province of Canada as of the record date.
The Rights Offering will be open for exercise for 21 days from the date of mailing of the Final Prospectus to shareholders and will expire at 5:00 p.m. Eastern Time (EST) on March 17, 2015.
Shareholders who do not wish to exercise their Rights will have the option of selling them through the TSX.
Trading of the Rights will begin on the TSX on February 13, 2015 and stop at noon (EST) on March 17, 2015. It is expected that the Rights will be listed for trading on the TSX under the symbol TVA.RT.
Pursuant to the Rights Offering, a holder of outstanding Class A Shares and Class B Non-Voting Shares will maintain its current proportionate equity interest in TVA if it exercises in full its basic subscription privilege to subscribe for Class B Non-Voting Shares.
A holder of outstanding Class A Shares and Class B Non-Voting Shares which exercises in full its basic subscription privilege to subscribe for Class B Non-Voting Shares will be entitled to subscribe for additional Class B Non-Voting Shares not otherwise subscribed for by other holders of rights, if available, up to its pro rata share of the total number of additional Class B Non-Voting Shares available for additional subscription.
- Only subscriptions for whole Class B Non-Voting Shares will be accepted. Where the exercise of Rights would otherwise entitle the holder of Rights to receive fractional Class B Non-Voting Shares, the holder’s entitlement will be reduced to the next lowest whole number of Class B Non-Voting Shares, and no cash will be paid in lieu thereof.
Further details concerning the Rights Offering and the procedures to be followed by shareholders are contained in the Final Prospectus which is available free of charge at www.sedar.com. There will not be any sale or any acceptance of an offer to buy securities under the Rights Offering until the TSX has approved the Rights Offering. Before shareholders invest, they should read the Final Prospectus and other documents that TVA has filed with the securities commissions for more complete information about TVA and the Rights Offering. Shareholders may obtain these documents for free by visiting the Corporation’s profile on SEDAR at www.sedar.com.
No securities will be offered or sold in the United States or to U.S. persons absent registration under the Securities Act of 1933 of the United States or the availability of an applicable exemption from such registration. This press release does not constitute a solicitation of an offer to purchase, or an offer to sell, securities in any jurisdiction.
This press release contains certain forward-looking statements. All statements other than statements of historical fact included in this press release may be forward-looking statements. These forward-looking statements, by their nature, necessarily involve risks and uncertainties that could cause actual results to differ materially from those contemplated by these forward-looking statements. Forward-looking statements in this press release include statements relating to the satisfaction of the conditions for the completion of the Rights Offering, the commencement and success of the Rights Offering, and approval for listing of securities issuable in connection with the Rights Offering on the TSX. We consider the assumptions on which these forward-looking statements are based to be reasonable, but caution the reader that these assumptions regarding future events, many of which are beyond our control, including the standby commitment not being terminated and any impact this may have on the ability and timing to repay the Bridge Facility, may ultimately prove to be incorrect since they are subject to risks and uncertainties that affect us. Due to such risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. We disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities legislation. All amounts are in Canadian dollars.
About TVA Group
TVA Group, a subsidiary of Quebecor Media, is an integrated communications company engaged in the creation, production and distribution of audiovisual products, and in magazine publishing. TVA Group is the largest broadcaster of French-language entertainment, information and public affairs programming and publisher of French-language magazines in North America, and one of the largest private-sector producers of French-language content in North America. Its Class B non-voting shares are listed on the Toronto Stock Exchange under the ticker symbol TVA.B.