/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE
UNITED STATES./
TORONTO, Nov. 15, 2011 /CNW/ - Centric Health Corporation ("Centric
Health" or "the Company") (TSX: CHH) today announced that it is
proposing a public offering of units (the "Units") of the Company (the
"Offering") in an amount currently expected to be $30 to $40 million.
The Units will be offered in each of the provinces of Canada on an
agency basis through National Bank Financial Inc. (the "Agent"). Each
such Unit shall consist of approximately $2,000 worth of common shares
(the "Common Shares"), $8,000 principal amount of unsecured
subordinated notes (the "Notes") and Common Share purchase warrants
(the "Warrants").
The Common Shares forming part of the Units will be priced at a 5 to 10%
discount to the market price (the "Issue Price"), which will be the
volume weighted average trading price of the Company's common shares
listed on the Toronto Stock Exchange for the ten consecutive trading
days immediately preceding the date of pricing of the Offering. The
Common Shares will be freely tradable.
The Notes offered as part of the Units will bear interest at an annual
rate of 4 to 6%, payable semi-annually, to be determined at the time of
pricing of the Offering, and will be convertible into Common Shares at
a fixed conversion rate of two times the Issue Price. Centric Health
may redeem the Notes only after the second anniversary of the closing
of the Offering. Holders of the Notes may, upon the occurrence of
certain fundamental events involving Centric Health, require Centric
Health to repurchase for cash all or a portion of their Notes at a
price equal to 101% of the principal amount of such Notes, plus any
accrued and unpaid interest. The Notes will be non-transferrable and
non-assignable and will mature on the fifth anniversary of the closing
of the Offering.
The Warrants will enable the holder thereof to subscribe for the same
number of Common Shares forming part of a Unit for an exercise price to
be determined the time of pricing of the Offering. The warrants will
be non-transferrable and non-assignable and may only be exercised on
the fifth anniversary of the closing of the Offering, subject to
acceleration in certain circumstances.
Closing of the Offering is expected to occur on or about December 15,
2011. The size of the Offering and final pricing information of the
Units, including the Common Shares, Notes and Warrants comprising of
the Units, will be determined in the context of the market with the
final terms of the Offering to be determined at the time of pricing.
The final terms of the Offering may be greater or less than the amounts
described here.
At Centric Health's request, the Agent has reserved up to 85% of the
Units of the Offering for certain eligible employees and associates of
Centric Health and other professionals within the Company's industry
through a directed share program. Any reserved Units not purchased by
these persons will be offered by the Agent to the general public on the
same basis.
The maximum subscription amount for each purchaser under the Offering is
twenty Units, subject to exceptions for certain eligible purchasers
which are corporations purchasing through the Company's directed share
program.
This Offering is being made solely by way of a short form base shelf
prospectus of Centric Health dated October 21, 2011 as supplemented by
a draft prospectus supplement filed today in each of the provinces of
Canada (the "Prospectus"). The Prospectus containing important information relating to these
securities has been filed with securities commissions or similar
authorities in certain jurisdictions of Canada. Copies of the
Prospectus are accessible on SEDAR at www.sedar.com. There will not be any sale or any acceptance of an offer to buy the
securities until the final prospectus supplement has been filed.
The Company intends to use the net proceeds of the Offering for general
corporate purposes, which may include the repayment of indebtedness and
the financing of acquisitions and investments.
This news release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale or any
acceptance of an offer to buy these securities in any province or
territory of Canada in which such offer, solicitation or sale would be
unlawful prior to qualification under securities laws of any such
province or territory. The securities referred to herein have not been
and will not be registered under the United States Securities Act of
1933, as amended, or any state securities laws and may not be offered,
sold or delivered within the United States of America and its
territories and possessions except in certain transactions exempt from
such registration requirements.
About Centric Health
Centric Health's vision is to be Canada's premier healthcare company,
providing innovative solutions centered on patients and healthcare
professionals. As a diversified healthcare company with investments in
several niche service areas, Centric Health currently has operations in
medical assessments, disability and rehabilitation management,
physiotherapy and surgical centres, homecare, specialty pharmacy and
wellness and prevention. With knowledge and experience of healthcare
delivery in international markets and extensive and trusted
relationships with payers, physicians, and government agencies, Centric
Health is pursuing expansion opportunities into other healthcare
sectors to create value for all stakeholders with an unwavering
commitment to the highest quality of care. Centric Health is listed on
the TSX under the symbol CHH. For further information, please visit www.centrichealth.ca. Centric Health's strategic advisor is Global Healthcare Investments &
Solutions, Inc. ("GHIS") (www.ghis.us). GHIS and entities controlled by shareholders of GHIS are currently
the largest shareholders of Centric Health.
This press release contains statements that may constitute
"forward-looking information" within the meaning of applicable Canadian
securities legislation. Forward-looking information includes, among
others, statements regarding the Offering, Centric Health's business
strategy, plans and other expectations, beliefs, goals, objectives,
information and statements about possible future events. Readers are
cautioned not to place undue reliance on such forward-looking
statements. Forward-looking statements are based on current
expectations, estimates and assumptions that involve a number of risks
(including, without limitation, those described in the Prospectus)
which could cause actual results to vary materially from those
anticipated by Centric Health and described in the forward-looking
information contained in this press release. No assurance can be given
that any of the events anticipated by the forward-looking information
will transpire or occur or, if any of them do so, what benefits Centric
Health will derive therefrom.