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 private placement.
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