TVA Group announces filing of preliminary prospectus for rights offering
Montreal, January 19, 2015 — TVA Group Inc. (TVA or the Corporation) announced today that it has filed a preliminary short form prospectus with securities regulatory authorities in each of the provinces of Canada in connection with a proposed rights offering, 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), subject to applicable law, will receive rights to subscribe for Class B Non-Voting Shares, on an equitable and proportional basis, for aggregate gross proceeds of approximately $110 million (the Rights Offering).
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 any 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 (the Bridge Facility), which was drawn in full for the purpose of funding part of the purchase price for the acquisition of substantially all of the assets of A.R. Global Vision Ltd., which closed on December 30, 2014, 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.
The definitive terms of the Rights Offering, including the number of rights that will be required to purchase one Class B Non-Voting Share, the subscription price of one Class B Non-Voting Share, as well as the record date for the Rights Offering and the expiry date of the rights, will be determined shortly before the time of the filing of the final short form prospectus, provided however that the subscription price will be equal to a price that will be 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 the second trading day immediately preceding the date of the final short form prospectus for the Rights Offering by the total volume of such traded Class B Non-Voting Shares over the same period, in accordance with applicable provisions of the TSX Company Manual.
Pursuant to the Rights Offering, holders of outstanding Class A Shares and Class B Non-Voting Shares will maintain their current proportionate equity interest in TVA if they exercise their rights to subscribe for Class B Non-Voting Shares in full. In addition, holders of outstanding Class A Shares and Class B Non-Voting Shares having exercised in full their rights 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 their respective pro rata share of the total number of additional Class B Non-Voting Shares available for additional subscription.
Application is being made to the TSX for the listing of the rights and the Class B Non-Voting Shares issuable in connection with the Rights Offering. Subject to applicable law, a rights certificate and a final short form prospectus will be mailed to each shareholder after a record date has been set for issuance of the rights in conjunction with the filing of the final short form prospectus. It is expected that the Rights Offering will be open for exercise for at least 21 days from the date of mailing to shareholders. Shareholders who do not wish to exercise their rights to subscribe for new Class B Non-Voting Shares under the Rights Offering will have the option of selling the rights that they receive from the Corporation through the TSX.
Further details concerning the Rights Offering and the procedures to be followed by shareholders is contained in TVA's preliminary short form prospectus for the Rights Offering 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 a receipt for the final short form prospectus has been issued by the relevant securities regulatory authorities and the TSX has approved the Rights Offering. Before shareholders invest, they should read the final short form 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.