By Laura Lutz
Washington, Dec. 1 - Macro Enterprises Inc. intends to complete a private placement of subscription receipts for up to C$6.5 million.
The company arranged to sell up to 6,500 subscription receipts at C$1,000 apiece.
Each subscription receipt will be exchangeable for one convertible preferred share upon shareholder approval of the creation of the preferreds and the completion of all related filings.
The company will call a special meeting in late January to obtain the shareholders' approval.
If the approval is not obtained or if the filings are not completed by Feb. 15, each subscription receipt will be exchanged for one convertible unsecured subordinated debenture of the company.
The preferred shares will be entitled to quarterly dividends beginning March 31.
The conversion price of the preferreds will be based on a premium to the market price of the company's common shares immediately prior to the pricing of the private placement.
If at any time from Jan. 1, 2009 to Dec. 31, 2010 the weighted average trading price of the company's common shares exceeds 135% of the conversion price for 20 consecutive trading days, the preferreds will be redeemable by Macro at par plus any declared dividends.
After Dec. 31, 2010, the preferred shares will be redeemable at any time for common shares at 95% of the average trading price for the past 20 days.
If issued, the convertible debentures would bear interest payable semi-annually beginning on June 30, 2007. The debentures would mature on Feb. 1, 2012. Payment at maturity would be made in shares or cash, at the option of the company.
Each debenture would be convertible at the conversion price set for the preferreds.
If at any time from Jan. 1, 2009 to Dec. 31, 2010 the weighted average trading price of the company's common shares exceeds 135% of the conversion price for 20 consecutive trading days, the debentures would be redeemable for the outstanding principal plus accrued interest.
After Dec. 31, 2010, the debentures would be redeemable at any time for common shares at 95% of the average trading price for the past 20 days.
The deal is being placed through a syndicate of agents led by Sprott Securities Inc. and including Acumen Capital Finance Partners Ltd.
Proceeds of the private placement will be used for equipment and other capital expenditures and for general corporate purposes.
Settlement is expected on Dec. 20.
Based in Fort St John, B.C., Macro provides construction and pipeline services to the oil and gas industries.
| Issuer: | Macro Enterprises Inc.
|
| Issue: | Subscription receipts exchangeable for preferred shares or convertible debentures
|
| Amount: | C$6.5 million
|
| Subscription receipts: | 6,500
|
| Price: | C$1,000
|
| Warrants: | No
|
| Agents: | Sprott Securities Inc. (lead), Acumen Capital Finance Partners Ltd.
|
| Announcement date: | Dec. 1
|
| Settlement date: | Dec. 20
|
| Stock symbol: | TSX Venture: MCR
|
| Stock price: | C$1.35 at close Nov. 29
|
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