LONDON, Ontario--(BUSINESS WIRE)--PWC Capital Inc. (TSX:PWC) announces that it has elected, pursuant to and in accordance with the trust indenture governing the Series C Notes, as amended (the "Trust Indenture"), to make the June 30, 2015 interest payment in respect of the 9.00% Series C Notes of PWC due October 16, 2018 (the "Series C Notes") (TSX Symbol: PWC.NT.C) through the delivery to noteholders of common shares in the capital of Pacific & Western Bank of Canada ("PWB Shares") (TSX Symbol: PWB) held by PWC ("PWB Interest Shares") rather than cash (the "Election").
The aggregate number of PWB Interest Shares to be delivered to noteholders pursuant to the Election will be calculated by dividing the aggregate June 30, 2015 interest payable in cash, being $2,776,725, less the amount of any tax withheld in accordance with the terms of the Trust Indenture (the "PWB Common Share Interest Payment Election Amount"), by the volume weighted average trading price of the PWB Common Shares on the TSX for the five consecutive trading days ending on June 29, 2015, subject to and as determined in accordance with the rules of the TSX. Each noteholder will be entitled to its pro rata share of such number of PWB Interest Shares, determined in accordance with the Trust Indenture. No fractional PWB Interest Shares will be delivered in satisfaction of fractional interest, but in lieu thereof PWC will satisfy the fractional interest by a cash payment determined in accordance with the Trust Indenture.
The date used by PWC to determine the holders of Series C Notes for the purposes of the Election is June 9, 2015, and noteholders are directed to the PWB Common Share Interest Payment Election Notice dated June 5, 2015 mailed to registered holders on June 9, 2015 by Computershare Trust Company of Canada ("Computershare"), being the trustee in respect of the Series C Notes, for further information.
PWC has the right, by delivering written notice to Computershare, at any time prior to June 30, 2015, to withdraw the Election, whereupon PWC would be obliged to pay in cash the June 30, 2015 interest obligation on the Series C Notes.
Provided that PWC does not withdraw the Election, PWC plans to issue a further news release confirming the aggregate number of PWB Interest Shares delivered to noteholders pursuant to the Election, once such information becomes available to PWC.
The ability of PWC to make the Election was approved pursuant to a fifth supplemental indenture governing the Series C Notes effective as of August 27, 2013 (the "Fifth Supplement"), which was approved by way of extraordinary resolution of noteholders at a meeting of noteholders held on March 7, 2013. The Trust Indenture, including the Fifth Supplement, is available on SEDAR at www.sedar.com under PWC's profile.
No securities regulatory authority has either approved or disapproved of the contents of this news release. This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities.
Not for distribution to U.S. news wire services or dissemination in the U.S.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This news release may contain forward-looking statements, specifically relating to the Election, that are based on current expectations and are subject to known and unknown uncertainties and risks, which could cause actual results to differ materially from those contemplated or implied by such forward-looking statements. PWC is under no obligation to update any forward-looking statements contained herein should material facts change due to new information, future events or otherwise.
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