|By Marketwired .||
|August 1, 2014 07:33 PM EDT||
TORONTO, ONTARIO -- (Marketwired) -- 08/01/14 -- Tuckamore Capital Management Inc. (TSX:TX)(TSX:TX.DB.B) ("Tuckamore" or the "Company") is pleased to announce that the previously disclosed private placement with Orange Capital Master I, Ltd. ("Orange Capital") has closed today. Tuckamore has issued 16,666,667 shares (or approximately 17% of the shares of Tuckamore following completion of the transaction) to Orange Capital at a price of $0.80 per share, for total gross proceeds of $13.3 million (the "Private Placement"). Tuckamore previously disclosed that the price per share paid by Orange Capital was to be no less than $0.75.
As previously disclosed, the Company has obtained approval from the lenders under its senior secured credit facilities to extend the maturity date thereunder from March 9, 2015 to December 31, 2015, which extension will be effective upon the prepayment of outstanding indebtedness thereunder using the net proceeds of the Private Placement by an amount equal to such net proceeds. The extension is an important step for the Company in strengthening its capital structure.
Tuckamore is pleased to welcome Orange Capital as a strategic capital partner given its long and proven track record of investing in the North American energy sector, with a particular focus on midstream infrastructure and service providers.
The Toronto Stock Exchange (the "TSX") confirmed today that, contrary to Access Holdings Management Company LLC's ("Access") requests, multiple complaint letters and appeals, it would not amend or vary the conditional approval previously given for the Private Placement. In addition, at a hearing held today, the Ontario Securities Commission (the "OSC") dismissed an application filed by Access requesting that the OSC make a temporary cease trade order in respect of the issuance of shares under the Private Placement. Tuckamore's counsel has undertaken to the OSC that the Company will effect an unwind of the Private Placement in the circumstance where Access actually appeals the TSX's approval and subsequent confirmation of the Private Placement, and is successful on such appeal.
Tuckamore has received significant support from shareholders, including significant shareholders who did not support the recently terminated plan of arrangement, for the Private Placement. Tuckamore is grateful for this support and calls on Access to terminate its costly and distracting campaign. The Board and Management of Tuckamore look forward to focusing their attention on continuing to grow Tuckamore's businesses and delivering value for shareholders.
Governance Review Update
Further to the Company's press release dated July 25, 2014, Tom Long Consulting Inc. has been meeting with stakeholders and potential Board candidates. Stakeholders wishing to participate in the process are encouraged to contact Tuckamore or Mr. Long directly. The Company is pleased to announce that the governance process is progressing well and on schedule.
Cautionary Note Regarding Forward Looking Statements
This press release contains forward-looking statements based on current expectations, including but not limited to Tuckamore's plans, objectives and expectations. These forward-looking statements entail various risks and uncertainties that could cause actual results to differ materially from those reflected in these forward-looking statements. Risks and uncertainties about Tuckamore's business are more fully discussed in the Company's disclosure materials, including its annual information form and MD&A, filed with the securities regulatory authorities in Canada and available at www.sedar.com. Tuckamore disclaims any intention or obligation to update or revise any forward-looking statements or the foregoing list of factors, whether as a result of new information, future events or otherwise, except to the extent required by law.
About the Company
Tuckamore has investments in 7 businesses representing a diverse cross-section of the Canadian economy.
SOURCE: Tuckamore Capital Management Inc.