CALGARY, Alberta, Jan. 07, 2021 (GLOBE NEWSWIRE) — DIRTT Environmental Options Ltd. (“DIRTT” or the “Firm”) (TSX:DRT, NASDAQ:DRTT), an inside building firm that makes use of proprietary software program to design, manufacture and set up absolutely customizable environments, is happy to announce that it has entered right into a C$35 million bought-deal financing (the “Providing”) of 6.00% convertible unsecured subordinated debentures (the “Debentures”) with a syndicate of underwriters (the “Underwriters”) led by Nationwide Financial institution Monetary Inc. The Firm has additionally granted the Underwriters an over-allotment choice to buy as much as a further C$5.25 million combination principal quantity of Debentures on the identical phrases, exercisable in entire or partially at any time as much as the 30th day following the closing of the Providing.
The online proceeds of the Providing can be used for capital expenditures, working capital, and normal company functions, together with continued investments within the Firm’s know-how innovation and gross sales and advertising capabilities.
The Debentures will mature and be repayable on January 31, 2026 (the “Maturity Date”) and can accrue curiosity on the fee of 6.00% each year payable semi-annually in arrears on the final day of January and July of every 12 months commencing on July 31, 2021 till the Maturity Date of the Debentures.
The Debentures can be convertible into frequent shares of DIRTT (“Frequent Shares”), on the choice of the holder, at any time previous to the shut of enterprise on the sooner of the Maturity Date and the enterprise day instantly previous the date specified by the Firm for redemption of the Debentures at a conversion worth of C$4.65 per Frequent Share (the “Conversion Worth”), being a ratio of roughly 215.0538 Frequent Shares per C$1,000 principal quantity of Debentures. The Conversion Worth represents a conversion premium of roughly 50.0% to the closing worth of the Frequent Shares on January 7, 2021, on the Toronto Inventory Trade (“TSX”) topic to adjustment in accordance with a debenture indenture to be entered into on or earlier than closing of the Providing that can govern the Debentures. Holders changing their Debentures will obtain accrued and unpaid curiosity thereon to however excluding the date of conversion.
The Debentures is not going to be redeemable earlier than January 31, 2024. On or after January 31, 2024 and previous to January 31, 2025, the Firm could at its choice redeem Debentures, in entire or partially every so often, at par plus accrued and unpaid curiosity, if any, to however excluding the date of redemption, offered that the quantity weighted common buying and selling worth of the Frequent Shares on the TSX for the 20 consecutive buying and selling days ending 5 buying and selling days previous the date on which discover of redemption is given will not be lower than 125% of the Conversion Worth. On or after January 31, 2025, the Firm could at its choice redeem the Debentures, in entire or partially every so often, at par plus accrued and unpaid curiosity, if any, to however excluding the date of redemption. The Firm shall present no more than 60 nor lower than 30 days’ prior discover of redemption.
The Firm has the choice to fulfill its obligation to repay the principal quantity of the Debentures, in entire or partially, plus accrued and unpaid curiosity, due upon redemption or on the maturity date, upon at the very least 30 days’ and less than 60 days’ prior discover, by delivering various freely tradable Frequent Shares obtained by a method referring to the then-current market worth of the Frequent Shares.
The Debentures can be direct unsecured obligations of the Firm rating subordinate to all liabilities, besides liabilities which by their phrases rank in proper of cost equally with or subordinate to the Debentures. The Debentures will rank pari passu with all subordinate debentures issued by the Firm.
The Debentures can be supplied in Canada (excluding Quebec) pursuant to a brief kind prospectus below Canadian legislation and in the US pursuant to a “shelf” registration assertion on Type S-3 (File No. 333-251660) beforehand filed with the U.S. Securities and Trade Fee (the “SEC”) on December 23, 2020, and declared efficient by the SEC on January 6, 2021, and in sure different jurisdictions as could also be agreed by the Underwriters and the Firm. The Providing is predicted to shut on or about January 25, 2021, and is topic to sure situations together with, however not restricted to, the receipt of all crucial approvals and consents, together with the approval of the TSX. Gives, solicitations and gross sales of the Debentures or Frequent Shares is made solely via the prospectus complement to the “shelf” registration assertion on Type S-Three in the US and the brief kind prospectus in Canada (excluding Quebec). The preliminary U.S. prospectus complement and preliminary Canadian brief kind prospectus referring to, and describing the phrases of, the Providing can be filed with and accessible on the SEC’s web site at www.sec.gov and SEDAR at sedar.com, as relevant. Digital copies of the preliminary U.S. prospectus complement and preliminary Canadian brief kind prospectus, might also be obtained, when accessible, by contacting Nationwide Financial institution Monetary Inc. at 130 King Road West, Suite 3200, Toronto, ON M5X 1J9, by phone at (416)-869-6534 or e-mail at ECM-Origination@nbc.ca.
This press launch doesn’t represent a proposal to promote or a solicitation of a proposal to purchase, nor shall there be any sale of those securities in any state or jurisdiction during which such provide, solicitation or sale can be illegal previous to registration or qualification below the securities legal guidelines of any such state or jurisdiction.
DIRTT is a constructing course of powered by know-how. The Firm makes use of its proprietary ICE® software program to design, manufacture and set up absolutely personalized inside environments. The know-how drives DIRTT’s superior manufacturing and offers certainty on price, schedule and the ultimate outcome. Full inside areas are constructed quicker, cleaner and extra sustainably. DIRTT has manufacturing services in Phoenix, Savannah and Calgary. The Firm works with over 75 companions all through North America. DIRTT trades on the Nasdaq below the image “DRTT” and on the Toronto Inventory Trade below the image “DRT.” For extra info, go to dirtt.com/traders.
FORWARD LOOKING STATEMENTS:
This information launch comprises forward-looking info throughout the which means of relevant securities laws, which displays the Firm’s present expectations concerning future occasions, together with statements in regards to the Providing and the proposed use of proceeds. In some instances forward-looking info might be recognized by such phrases as “will” and “anticipated”. Ahead-looking info relies on various assumptions and is topic to various dangers and uncertainties, lots of that are past the Firm ‘s management that would trigger precise outcomes and occasions to vary materially from these which might be disclosed in or implied by such forward-looking info. The Firm’s estimates, beliefs and assumptions, which can show to be incorrect, together with these referring to the Firm’s capacity to finish the Providing. The dangers and uncertainties which will have an effect on forward-looking info embody, however aren’t restricted to, market situations, the impact of COVID-19 on the Firm’s operations, enterprise and monetary outcomes, and different components mentioned below “Dangers Elements” within the Firm’s administration’s dialogue and evaluation for the three and 9 months ended September 30, 2020 and within the Firm’s Annual Report on Type 10-Okay dated February 25, 2020, each of which can be found on SEDAR (www.sedar.com) and on the SEC’s web site (www.sec.gov). The Firm doesn’t undertake any obligation to replace such forward-looking info, whether or not on account of new info, future occasions or in any other case, besides as expressly required by relevant legislation. This forward-looking info speaks solely as of the date of this information launch.
FOR MORE INFORMATION, PLEASE CONTACT
Investor Relations, DIRTT