|By Marketwired .||
|August 7, 2013 08:40 AM EDT||
CALGARY, ALBERTA -- (Marketwired) -- 08/07/13 -- Aston Hill Financial Inc. ("Aston Hill" or the "Company") (TSX:AHF) is pleased to announce that it has completed its previously announced bought deal offering (the "Bought Deal") of subscription receipts of Aston Hill (the "Subscription Receipts") for aggregate gross proceeds to Aston Hill of $21,420,000.
The Bought Deal was underwritten by a syndicate of underwriters co-led by CIBC, RBC World Markets and Scotiabank (the "Underwriters"). Pursuant to an underwriting agreement dated July 19, 2013 (the "Underwriting Agreement"), the Underwriters agreed to purchase, on a bought deal basis, 13,600,000 Subscription Receipts at a price of $1.40 per Subscription Receipt for gross proceeds to Aston Hill of $19,040,000. The Underwriters partially exercised their over-allotment option (the "Over-Allotment Option") to purchase an additional 1,700,000 Subscription Receipts at a price of $1.40 per Subscription Receipt for gross proceeds to Aston Hill of $2,380,000. Under the terms of the Over-Allotment Option, the Underwriters have the right to purchase an additional 340,000 Subscription Receipts (or if the Subscription Receipts have been exchanged for common shares of Aston Hill prior to that time, an equivalent number of common shares of Aston Hill), exercisable in whole or in part, at any time from time to time for period commencing today and a ending on the earlier of (i) 30 days following today and (ii) the occurrence of certain termination events specified in the Underwriting Agreement.
Aston Hill intends to use the net proceeds from the Bought Deal to fund the purchase price of its previously announced acquisition of 80% of the outstanding shares of Connor, Clark & Lunn Capital Markets Inc. (the "Acquisition") with any excess proceeds to be used for working capital and general corporate purposes.
Completion of the Acquisition, which is expected to occur on or about August 15, 2013 (the "Acquisition Closing Date"), is subject to certain regulatory approvals, the completion of the Bought Deal, and customary terms and conditions. If the conditions to the share purchase agreement dated July 15, 2013 (the "Share Purchase Agreement") between Aston Hill and Connor, Clark & Lunn Financial Group Ltd., among others, have not been fulfilled by September 30, 2013, either Aston Hill or Connor, Clark & Lunn Financial Group Ltd. may terminate the Share Purchase Agreement.
The net proceeds from the sale of the Subscription Receipts will be held by an escrow agent until all conditions, undertakings and other matters to be satisfied prior to completion of the Acquisition have been met or waived, other than the payment of the consideration for the Acquisition for which the escrowed proceeds are required, in whole or in part.
Upon closing of the Acquisition, (i) one common share of Aston Hill will be automatically issued in exchange for each Subscription Receipt (subject to customary anti-dilution protections), without payment of any additional consideration and (ii) an amount equal to the dividends that have been declared on each common share by Aston Hill for which record dates have occurred during the period from today to but excluding the Acquisition Closing Date will become payable (less any applicable withholding taxes, if any) in respect of each Subscription Receipt.
If (i) the Acquisition fails to close on or before September 30, 2013, (ii) Aston Hill delivers to the lead Underwriters and the escrow agent on or before that date notice that the Share Purchase Agreement is terminated or that it does not intend to proceed with the Acquisition, or (iii) Aston Hill announces to the public that it does not intend to proceed with the Acquisition, the escrow agent will return to each holder of Subscription Receipts an amount equal to the full subscription price for the holder's Subscription Receipts plus an amount equal to the holder's proportionate share of any earned interest and deemed interest (as defined in the agreement governing the Subscription Receipts), less applicable withholding taxes, if any.
Aston Hill, through its offices in Calgary, Toronto and Halifax, is a diversified asset management company with a suite of retail mutual funds, closed-end funds, private equity funds, hedge funds and segregated institutional accounts. Aston Hill also is engaged in oil and gas property management. Additional information regarding Aston Hill is available in Aston Hill's publicly available disclosure documents on www.sedar.com.
The TSX has neither approved nor disapproved the information contained herein.
Forward-Looking Statements: The information and statements in this news release contains certain forward-looking information. This forward-looking information relates to future events or Aston Hill's future performance. In particular, this document contains forward-looking information and statements regarding: (i) the completion of the Acquisition, (ii) the expected closing dates of the Acquisition; (iii) the use of proceeds of the Bought Deal; and (iv) future capital expenditures and projects. All statements other than statements of historical fact may be forward-looking information. This forward-looking information is subject to certain risks and uncertainties and may be based on assumptions that could cause actual results to differ materially from those anticipated or implied in the forward-looking information. The outcome and timing of the Acquisition, as well as the Company's actual results, performance or achievement, could differ materially from those expressed in, or implied by, such forward-looking information and, accordingly, no assurances can be given that any of the events anticipated by the forward-looking information will transpire or occur or, if any of them do, what benefits that the Company will derive from them. The Company's forward-looking information is expressly qualified in its entirety by this cautionary statement. Except as required by law, the Company undertakes no obligation to publicly update or revise any forward-looking information.
For a detailed description of the risks and uncertainties regarding Company, the Bought Deal and the Acquisition readers should refer to the Company's annual financial statements, the Company's management discussion and analysis for the year ended December 31, 2012 and the Company's (final) short form prospectus dated July 30, 2013, all of which are available at www.sedar.com. The Company undertakes no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change, unless required by law. The reader is cautioned not to place undue reliance on forward-looking statements.
Aston Hill Financial Inc.
Chief Executive Officer
Aston Hill Financial Inc.
Vice President and CFO