NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Winnipeg, MB, April 19, 2022 – Ag Growth International Inc. (TSX: AFN) ("AGI" or the "Company") is pleased to announce that it has closed the previously announced public offering of $100 million aggregate principal amount of convertible unsecured subordinated debentures (the "Debentures”) at a price of $1,000 per Debenture. A syndicate led by CIBC Capital Markets and including National Bank Financial Inc., TD Securities Inc., ATB Capital Markets Inc., Scotia Capital Inc., BMO Nesbitt Burns Inc., RBC Capital Markets, Desjardins Securities Inc., Raymond James Ltd., Cormark Securities Inc., and Laurentian Bank Securities Inc. (collectively, the "Underwriters") acted as underwriters for the offering.
The Debentures have an interest rate of 5.20% per annum, a maturity date of December 31, 2027, are convertible at the option of the holder into common shares of AGI at a conversion price of $70.50 per share, and are listed for trading on the Toronto Stock Exchange under the symbol "AFN.DB.J".
AGI has granted the Underwriters an over-allotment option, exercisable in whole or in part for a period of 30 days following closing, to purchase up to an additional $15 million aggregate principal amount of Debentures.
AGI will initially use the net proceeds of the offering to partially repay outstanding indebtedness under its revolving credit facilities, a portion of which will then be redrawn to fund the redemption of the Company's 4.50% convertible unsecured subordinated debentures due December 31, 2022 (the "Convertible Debentures") and for general corporate purposes. The Convertible Debentures are listed on the Toronto Stock Exchange under the symbol "AFN.DB.E" and the redemption will be effective May 2, 2022 (the "Redemption Date"). The aggregate principal amount of the Convertible Debentures outstanding is approximately $86 million.
On the Redemption Date, AGI will pay holders of the Convertible Debentures a redemption price equal to $1,000 for each $1,000 principal amount of Convertible Debentures held, plus accrued and unpaid interest thereon up to but excluding the Redemption Date, less any taxes required to be deducted or withheld. Formal notice of redemption has been delivered to the registered holders of Convertible Debentures through the debenture trustee, Computershare Trust Company of Canada, in accordance with the trust indenture governing the Convertible Debentures. Beneficial holders of the Convertible Debentures are encouraged to contact their investment dealer if they have any questions about the redemption.
This press release is not an offer of Debentures for sale in the United States. The Debentures may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended, or an exemption from such registration. The Company has not registered and will not register the Debentures under the U.S. Securities Act of 1933, as amended. The Company does not intend to engage in a public offering of Debentures in the United States. This press release shall not constitute an offer to nor shall there be any sale of the Debentures in any jurisdiction in which such offer, solicitation or sale would be unlawful.
AGI Company Profile
AGI is a provider of the physical equipment and digital technology solutions required to support global food infrastructure including grain, fertilizer, seed, feed, and food processing systems. AGI has manufacturing facilities in Canada, the United States, Brazil, India, France, and Italy and distributes its product globally.
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Director, Investor Relations
This press release contains certain forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking information is often, but not always, identified by the use of words such as "anticipate", "believe", "plan", "intend", "objective", "continuous", "ongoing", "estimate", "expect", "may", "will", "project", "should" or similar words suggesting future outcomes.
In particular, this press release includes forward-looking information relating to the anticipated use of the net proceeds of the offering, the exercise of the over-allotment option, the redemption of the Convertible Debentures and the timing thereof. This information is based on current expectations that involve a number of risks and uncertainties which could cause actual results to differ from those anticipated. These risks include, but are not limited to, the potential reallocation by AGI of all or a portion of the net proceeds for business reasons, including, among others, due to results of operations or as a result of other business opportunities that may become available. Additional information on these and other factors that could affect AGI's operations, financial results or dividend payments are included in AGI's annual information form and other reports on file with Canadian securities regulatory authorities, which can be accessed through the SEDAR website at www.sedar.com.
AGI assumes no obligation to update or revise any forward-looking information, whether as a result of new information, future events or any other reason, other than as required by applicable securities laws. In the event AGI does update any forward- looking information, no inference should be made that it will make additional updates with respect to that information, related matters, or any other forward-looking information.