|By Marketwired .||
|December 23, 2013 07:55 PM EST||
MECHANICSBURG, PENNSYLVANIA -- (Marketwired) -- 12/23/13 -- Versatile Systems Inc. (TSX VENTURE: VV) ("Versatile" or the "Company") today announced that, further to its news release of December 16, 2013, it has agreed with Bertrand des Pallieres and SPQR Capital Holdings SA as to the terms of a convertible loan (the "Convertible Loan").
Mr. des Pallieres, a director and significant shareholder of the Company, and SPQR Capital Holdings SA, a corporation controlled by Mr. des Pallieres, (together, the "Lenders") will loan the Company an aggregate of $648,820 in the form of the Convertible Loan, bearing an interest rate of 14% per annum and due two years from the date of advance. The principal of the Convertible Loan will be convertible at the option of the Lender into common shares of the Company at a conversion price as follows: (a) if the Company's previously announced 10 for 1 consolidation (the "Consolidation") has not been completed, at a conversion price of $0.05 per share until the first anniversary of closing and $0.10 per share thereafter; and (b) following completion of the Consolidation at a conversion price of $0.35 per share (equal to $0.035 per share pre-Consolidation). The variable conversion price is necessary to comply with the $0.05 minimum price rules of TSX Venture Exchange. If the Consolidation is completed and all of the principal of the Convertible Loan is converted, the Company will be required to issue the equivalent of 18,537,714 pre-Consolidation common shares to the Lenders. The Convertible Loan will be secured by a general security agreement under which the Company will grant the Lenders a security interest over the assets of the Company. The Company anticipates the closing of the Convertible Loan will take place within a week.
"I am thrilled with the progress being made by Versatile's leadership team and very pleased to support them in this manner," said Mr. des Pallieres.
The Convertible Loan is subject to a number of conditions precedent, including the approval of the TSX Venture Exchange. If such conditions precedent are not satisfied the Convertible Loan may not close.
The Convertible Loan will constitute a related party transaction under Multilateral Instrument 61-101 ("MI 61-101") as Mr. des Pallieres is a director of the Company and owns 33,167,500 common shares of the Company, representing approximately 21.6% of the Company's outstanding common shares. The Company proposes to rely on the exemption from minority shareholder approval in section 5.7(1)(b) of MI 61-101. The aggregate principal amount of the Convertible Loan and the previously announced bridge loan with Mr. des Pallieres will be $1,435,220 which will be below 25% of the Company's market capitalization calculated in accordance with section 5.7(1)(b) of MI 61-101. If the Consolidation closes and the Lenders convert all of the principal of the Convertible Loan, Mr. des Pallieres' direct and indirect shareholdings in the Company will increase to the equivalent of 51,705,214 pre-Consolidation common shares, representing approximately 32.5% of the outstanding common shares before taking into account any shares that may be issued under the Corporation's previously announced proposed rights offering. All of the disinterested directors of the Company, being all of the directors other than Mr. des Pallieres, approved the Convertible Loan.
Versatile is a multi-disciplinary technology company with solutions across the mobile, digital signage, IT infrastructure, software and hardware landscape. The company's products are utilized by Fortune 500 companies, leading financial institutions, large and small retail organizations. For more information please visit www.versatile.com.
This document may contain forward-looking statements relating to Versatile's operations or to the environment in which it operates, which are based on Versatile's operations, estimates, forecasts and projections. These statements include the closing of the Convertible Loan and the Rights Offering and the completion of the Consolidation. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to predict or are beyond Versatile's control. A number of important factors including those set forth in other public filings could cause actual outcomes and results to differ materially from those expressed in these forward-looking statements. Consequently, readers should not place any undue reliance on such forward-looking statements. In addition, these forward-looking statements relate to the date on which they are made. Versatile disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Neither TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
© 2013 Versatile Systems Inc. All rights reserved.