By Laura Lutz
Washington, Dec. 20 - Macro Enterprises Inc. set pricing and announced more detailed terms for its planned C$6.5 million private placement of subscription receipts.
The company intends to sell up to 6,500 subscription receipts at C$1,000 apiece.
Each subscription receipt will be exchangeable for one 6.5% convertible preferred share upon shareholder approval of the creation of the preferreds and the completion of all related filings.
The company earlier reported that it will call a special meeting in January to obtain the shareholders' approval.
If the approval is not obtained, one 7.5% convertible unsecured subordinated debenture will be issued to the holder of each subscription receipt. If the filings are not completed by Feb. 28, holders will be refunded the original price of the subscription receipts plus a pro rata share of any interest earned.
When the deal priced on Dec. 1, the company expected to exchange each subscription receipt for one convertible debenture if the filings were not completed by Feb. 15.
The preferred shares will be entitled to quarterly dividends beginning March 31.
Each preferred share will be convertible into common shares at C$1.50 per share, a 23% premium to the market price immediately before pricing.
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 C$1.50 per share.
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 Jan. 4.
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.
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| Announcement date: | Dec. 1
|
| Pricing date: | Dec. 19
|
| Settlement date: | Jan. 4
|
| Stock symbol: | TSX Venture: MCR
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| Stock price: | C$1.35 at close Nov. 29
|
| Stock price: | C$1.22 at close Dec. 19
|
|
|
| Preferred shares
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| Coupon: | 6.5%
|
| Conversion price: | C$1.50
|
| Call: | Redeemable at par plus interest if 20-day WAP of common shares exceeds C$2.025 between Jan. 1, 2009 and Dec. 31, 2010; redeemable at 95% of 20-day WAP after Dec. 31, 2010
|
|
|
| Convertible debentures
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| Coupon: | 7.5%
|
| Conversion price: | C$1.50
|
| Call: | Redeemable at par plus interest if 20-day WAP of common shares exceeds C$2.025 between Jan. 1, 2009 and Dec. 31, 2010; redeemable at 95% of 20-day WAP after Dec. 31, 2010
|
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