MONTREAL, QUEBEC--(Marketwire - Nov. 16, 2011) -
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Rogers Sugar Inc. (the "Issuer") (TSX:RSI) announced today a public offering, on a bought deal basis, of $60 million principal amount of convertible unsecured subordinated debentures with an interest rate of 5.75% per annum, payable semi-annually on the last day of June and December commencing on June 29, 2012. The debentures will mature on December 31, 2018.
The Issuer also announced today that it has provided notice that it is redeeming all of the currently outstanding $77.936 million principal amount of 5.9% convertible unsecured subordinated debentures of the Issuer due June 29, 2013. The redemption is intended to take place on or about December 19, 2011.
The offering is being made through a syndicate of underwriters co-led by TD Securities and BMO Capital Markets, and including Scotia Capital Inc., National Bank Financial Inc. and RBC Capital Markets on a bought deal basis. The debentures will be convertible at the holder's option into common shares of the Issuer at any time prior to the maturity date and the business day immediately preceding the date fixed by the Issuer for redemption at a conversion price of $7.20 per share. The debentures will not be redeemable prior to December 31, 2014. On and after December 31, 2014 and prior to December 31, 2016, the debentures may be redeemed in whole or in part from time to time at the Issuer's option, at a price equal to their principal amount plus accrued and unpaid interest, provided that the current market price for the period ending five trading days preceding the date upon which the notice of redemption is given is at least 125% of the conversion price. After December 31, 2016 and prior to the maturity date, the debentures may be redeemed in whole or in part from time to time at the Issuer's option at a price equal to their principal amount plus accrued and unpaid interest.
The net proceeds of the offering will be used to partially fund the redemption of all of the outstanding $77.936 million principal amount 5.9% convertible unsecured subordinated debentures of the Issuer due June 29, 2013.
The offering is subject to normal regulatory approvals including approval of the Toronto Stock Exchange and is expected to close on or about December 16, 2011.
The debentures and the shares issuable upon conversion of the debentures have not been and will not be registered under the United States Securities Act of 1933 and accordingly will not be offered, sold or delivered, directly or indirectly within the United States, its possessions and other areas subject to its jurisdiction or to, or for the account or for the benefit of a U.S. person, except pursuant to applicable exemptions from the registration requirements.
About Rogers Sugar Inc.
The Issuer is a corporation established under the laws of Canada. The Issuer holds all of the common shares of Lantic Inc. Lantic Inc. operates cane sugar refineries in Montreal, Quebec and Vancouver, British Columbia, as well as the only Canadian sugar beet processing facility in Taber, Alberta. Lantic Inc.'s sugar products are marketed under the "Lantic" trademark in Eastern Canada, and the "Rogers" trademark in Western Canada, and include granulated, icing, cube, yellow and brown sugars, liquid sugars and specialty syrups.
Forward Looking Statements
This document may contain forward-looking statements, relating to the Issuer's operations or to the environment in which it operates, which are based on the Issuer's operations, estimates, forecasts and projections. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to predict, and/or are beyond the Issuer's control. A number of important factors could cause actual outcomes and results to differ materially from those expressed in these forward-looking statements. These factors include those set forth in other public filings. In addition, these forward-looking statements relate to the date on which they are made. The Issuer disclaims 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 laws.