Counsel Corporation To Repay Debentures At Maturity With Common Shares.Business Editors TORONTO--(BUSINESS WIRE)--Oct. 31, 2003 Counsel Corporation (TSX TSX Toronto Stock Exchange (TSE before April, 2002) TSX Transfer from Stack Pointer to Index TSX True Space Extension :CXS CXS Coherent X-Ray Scattering ) (Nasdaq:CXSN) announced today that its offer (the "Offer") to purchase all of its 6% convertible unsecured subordinated debentures subordinated debenture An unsecured bond with a claim to assets that is subordinate to all existing and future debt. Thus, in the event that the issuer encounters financial difficulties and must be liquidated, all other claims must be satisfied before (the "Debentures") due on October 31, 2003 has expired without the satisfaction of the condition that at least 45% of the outstanding Debentures be tendered into the Offer. Counsel had offered to purchase all of the Debentures for US$750 in cash, plus any accrued and unpaid interest, for each US$1,000 principal amount. Debentureholders will now be entitled en·ti·tle tr.v. en·ti·tled, en·ti·tling, en·ti·tles 1. To give a name or title to. 2. To furnish with a right or claim to something: to receive 690 common shares of Counsel for each US$1,000 principal amount on maturity (October 31, 2003) as a result of Counsel's exercise of its share payment option under the Trust Indenture An agreement declaring the benefits and obligations of two or more parties, often applicable in the context of Bankruptcy and bond trading. The term indenture primarily describes secured contracts and has several applications in U.S. law. , which was announced on September 9, 2003. Counsel Corporation will issue approximately 28,000,000 common shares upon surrender of the Debentures on or after the maturity date in satisfaction of its obligations pursuant to the share payment option. Earlier this month, Counsel received an independent valuation of the Company, which it had requested to assist Debentureholders in evaluating the Offer. The valuation concluded that, as of August 29, 2003, the fair market value of each common share of Counsel, calculated on a pro forma As a matter of form or for the sake of form. Used to describe accounting, financial, and other statements or conclusions based upon assumed or anticipated facts. The phrase pro forma diluted basis, was in the range of US$1.93 to US$2.51, assuming all Debentureholders received common shares of Counsel on the maturity date. Allan Silber, Chairman and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. of Counsel Corporation, said, "Even though we believe the Offer was fair to Debentureholders, the low response rate indicates that most Debentureholders wanted to become shareholders rather than accept cash. We view this as a vote of confidence in the value of the Company and its prospects." Mr. Silber added, "The elimination of the Debenture debenture (dəbĕn`chər), document acknowledging indebtedness. In Great Britain a debenture is practically the same as a bond, and debenture stock is similar to preferred stock. indebtedness strengthens Counsel's balance sheet and positions the Company for future growth." About Counsel Corporation Headquartered in Toronto, Ontario, Counsel Corporation (TSX:CXS) (Nasdaq:CXSN) is a diversified company diversified company A company engaged in varied business operations not directly related to one another. A diversified company is less likely to suffer either a collapse or a spectacular gain in earnings compared with a firm concentrating its operations in a focused on acquiring and building businesses using its financial and operational expertise in two specific sectors: communications and real estate. Counsel's communications platform is focused on building upon its existing communications businesses through organic growth and by acquiring substantial additional customer revenues. Counsel's real estate platform has a focused strategy of investing in and developing income producing commercial properties, primarily retail shopping centres. FORWARD-LOOKING STATEMENTS forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. The statements made in this release that are not historical facts contain forward-looking information that involves risks and uncertainties. All statements, other than statements of historical facts, which address Counsel Corporation's expectations, should be considered as forward-looking statements. Such statements are based on knowledge of the environment in which they currently operate, but because of the factors herein listed, as well as other factors beyond their control, actual results may differ materially from the expectations expressed in the forward-looking statements. Important factors that may cause actual results to differ from anticipated results include, but are not limited to, obtaining necessary approvals and other risks detailed from time to time in the Companies' securities and other regulatory filings. |
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