By Sheri Kasprzak
Atlanta, March 9 - Offshore Systems International Ltd. said it has arranged a private placement for up to C$19.5 million.
The company plans to sell up to 19,500 units at C$1,000 each. The units are comprised of 20 class B series 2 preferred shares and 588 warrants.
The preferreds pay annual dividends at 7% and are convertible into 58.82 common shares at C$0.85 each.
The warrants allow for an additional share at C$0.85 each for five years.
The warrants may be redeemed upon 20 days' notice at C$0.10 each if the company's closing stock price is C$2.55 per share for 20 consecutive days and provided the common stock underlying the warrants are tradable.
The company may redeem the preferreds any time after three years at C$60 per share plus unpaid dividends.
The company may also force conversion of the preferreds if, after one year from closing, the company's stock trades above C$2.13 per share for 20 consecutive trading days. The company may also force conversion if it completes an underwritten offering of stock for at least C$40 million at an offering price of more than C$1.70.
SDS Capital Group SPC Ltd. is the lead investor in the deal.
Based in Vancouver, B.C., Offshore Systems supplies electronic chart systems and software for navigation. It plans to use the proceeds for acquisitions in the United States, working capital and to redeem 57,711 class B series 1 preferred shares held by two institutional investors at a price of about C$2.9 million.
| Issuer: | Offshore Systems International Ltd.
|
| Issue: | Units of 20 class B series 2 preferred shares and 588 warrants
|
| Amount: | C$19.5 million (maximum)
|
| Units: | 19,500 (maximum)
|
| Price: | C$1,000
|
| Dividends: | 7%
|
| Conversion price: | C$0.85
|
| Conversion ratio: | Into 58.82 common shares
|
| Call: | May force conversion if, after one year from closing, the company trades above C$2.13 for 20 trading days. May also force conversion if it completes an underwritten offering of stock for at least C$40 million at a price of more than C$1.70.
|
| Warrants: | 588 warrants per unit
|
| Warrant expiration: | Five years
|
| Warrant strike price: | C$0.85
|
| Investors: | SDS Capital Group SPC Ltd. (lead)
|
| Announcement date: | March 7
|
| Stock price: | C$0.88 at close March 7
|
|
|
© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere.
For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.
