NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN.
Cincinnati, Ohio – February 15, 2019 – Protech Home Medical Corp. (the “Company”) (TSXV: PTQ) is pleased to announce that it has entered into an agreement with Beacon Securities Limited (“Beacon” or the “Lead Underwriter”), on behalf of a syndicate of underwriters (the “Underwriters”), pursuant to which the Underwriters have agreed to purchase, on a bought deal basis, $13,000,000 aggregate principal amount of unsecured convertible debentures (the “Convertible Debentures”) at a price of $1,000 per Convertible Debenture (the “Offering”).
The Convertible Debentures will mature five years after the Closing Date (as defined below) (the “Maturity Date”) and shall bear interest at a rate of 8.0% per annum from the date of issue, payable semi-annually in arrears on the last day of June and December in each year, commencing June 30, 2019.
The Company has granted the Underwriters an option, exercisable, in whole or in part, giving notice to the Company at any time up to 48 hours prior to the Closing Date, to purchase up to $2,000,000 of additional convertible debentures on the same terms as the Convertible Debentures sold pursuant to the Offering.
The Convertible Debentures will be convertible into common shares of the Company (“Common Shares”) at the option of the holder at any time prior to the close of business on the last business day immediately preceding the Maturity Date at a conversion price of $1.30 per Common Share (the “Conversion Price”). At any time after the date that is three years following the Closing Date, the Company may force the conversion of the principal amount of the then outstanding Convertible Debentures at the Conversion Price on not less than 30 days’ notice if the daily volume weighted average trading price of the Common Shares is greater than $1.62 for any 20 consecutive trading days.
Upon a change of control of the Company, holders of the Convertible Debentures will have the right to require the Company to repurchase their Convertible Debentures, in whole or in part, on the date that is 30 days following the giving of notice of the change of control, at a price equal to 105% of the principal amount of the Convertible Debentures then outstanding plus accrued and unpaid interest thereon (the “Offer Price”). If 90% or more of the principal amount of the Convertible Debentures outstanding on the date of the notice of the change of control have been tendered for redemption, the Company will have the right to redeem all of the remaining Convertible Debentures at the Offer Price.
The net proceeds from the Offering will be used for debt repayment, working capital and general corporate requirements. The Company will apply to list the Common Shares issuable under the Convertible Debentures on the TSXV (as defined below) and, subject to meeting applicable listing requirements, the Company will also apply to list the Convertible Debentures on the TSXV.
The completion of the Offering is expected to occur on or about March 7, 2019 (the “Closing Date”) and is subject to the completion of formal documentation and receipt of applicable regulatory approvals, including the approval of the TSX Venture Exchange (“TSXV”). All securities issued in connection with the Offering will be subject to a four month hold period from the Closing Date in accordance with applicable Canadian securities laws.
The Convertible Debentures will be offered on a private placement basis in each of the provinces of Canada and may be offered in the United States on a private placement basis pursuant to an exemption from registration requirements of the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and such other jurisdictions as may be agreed upon by the Company and the Underwriters.
The Convertible Debentures have not been, and will not be, registered under the U.S. Securities Act or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.