TRENCHANT CAPITAL CORP. ("TCC.DB")
BULLETIN TYPE: New Listing-Debentures
BULLETIN DATE: October 25, 2017
TSX Venture Tier 2 Company
New Listing-Debentures
Effective at the opening, October 26, 2017, the 9.0% convertible secured debentures (the "Debentures") of the Company will commence trading on TSX Venture Exchange. The Company is classified as an 'Investment Company'.
Corporate Jurisdiction: British Columbia
Capitalization: Debentures in the aggregate principal amount of $7,740,000
Transfer Agent: Computershare Investor Services Inc.
Trading Symbol: TCC.DB
CUSIP Number: 89485R AA 5
Details of the Debentures:
Maturity Date: March 31, 2022
Redemption: The Debentures will not be redeemable prior to May 18, 2019 except in limited circumstances as described in the debenture indenture dated May 18, 2017 (the "Indenture"). At any time after May 18, 2019, the Company may, at its option, redeem in whole or in part from time to time, the principal amount of the Debentures at such price as is equal to: (i) commencing on May 19, 2019 and ending May 18, 2020, 105% of the outstanding principal amount plus any accrued and unpaid interest; (ii) commencing on May 19, 2020 and ending May 18, 2021, 103% of the outstanding principal amount plus any accrued and unpaid interest; and (iii) commencing on May 19, 2021 and ending March 30, 2022, 101% of the outstanding principal amount plus any accrued and unpaid interest. The Company must provide not more than 60 and not less than 30 days written notice prior to the date fixed for redemption in order to exercise its option to redeem the Debentures.
Interest: The Debentures will bear interest on a quarterly basis at the rate of 9.0% per annum. Interest will be calculated on a quarterly basis on March 31, June 30, September 30 and December 31, and be paid on a quarterly basis for the applicable interest periods on April 20, July 20, October 20 and January 20, respectively. The first interest payment following the listing of the Debentures will occur on January 20, 2018 in respect of the period from October 1, 2017 to December 31, 2017. Interest will be computed on the basis of a 365 day year.
Subordination: Not applicable.
Conversion: Commencing on May 18, 2018, the Debentures may be converted, at the option of the holder, into common shares of the Company at a conversion price per share equal to the greater of: (i) 95% of the VWAP (as defined in the Indenture) for the 30 day trading period ending 3 business days prior to the applicable conversion date; and (ii) $1.00, subject to a conversion restriction which provides that unless such holder holds Debentures having an aggregate amount that does not exceed $10,000, no more than 25% of principal amount of the Debentures held by such holder may be converted in any 180 day period (except as otherwise provided in the Indenture). Based on a $1.00 conversion price, 1,000 common shares will be issued for each $1,000 principal amount of Debentures converted.
Interest Start Date: October 1, 2017
First Interest Payment: January 20, 2018 (for interest accrued from October 1, 2017 to December 31, 2017)
Clearing and Settlement: The Debentures will clear and settle through CDS.
Board Lot: The Debentures are in denomination of $1,000 and will trade in a board lot size of $1,000 face value.
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