Ainsworth Announces Record Date for Rights Offering
November 13 2012 - 8:00AM
Marketwired
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.
Contacts: Ainsworth Lumber Co. Ltd. Rick Eng Vice President,
Finance and Chief Financial Officer 604-661-3200 604-661-3201
(FAX)rick.eng@ainsworth.ca www.ainsworthengineered.com