/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE
UNITED STATES./
TORONTO, Dec.14, 2011 /CNW/ - Centric Health Corporation ("Centric Health" or "the Company") (TSX: CHH) today announced the
pricing of its previously announced public offering of units (the
"Units"). The Units are being offered on an agency basis by National
Bank Financial Inc.
The Company is offering up to 3,000 Units at a price of $10,000 per Unit
for total gross proceeds of up to $30 million. Each Unit is comprised
of three components;
-
$2,000 worth of common shares (the "Common Shares") equal to 1,283
Common Shares priced at $1.56 per Common Share, which represents
approximately a 10% discount to the volume weighted average trading
price of the Company's common shares listed on the Toronto Stock
Exchange for the five consecutive trading days immediately preceding
December 13, 2011;
-
$8,000 principal amount of unsecured, subordinated, convertible notes
(the "Notes") which bear interest at an annual rate of 6% paid
semi-annually and will be convertible into Centric Health common shares
at the holder's option at any time following the period (if any) that
the closing price of the common shares on the TSX has been at least
$3.12 for 20 consecutive trading days, at an initial conversion rate of
320.51 common shares per $1,000 principal amount of Notes, representing
an initial conversion price of approximately $3.12 per common share.
Holders may elect to convert only a portion of their Notes so long as
the Notes converted are an integral multiple of $1,000 principal
amount; and
-
Common Share purchase warrants (the "Warrants") equal to 1,283 Warrants,
each Warrant will entitle the holder to purchase one common share of
Centric Health at a price of $1.66 per share on December 22, 2016.
An initial closing of the Offering is expected to occur on December 22,
2011. A final closing is expected to take place on the earlier of the
Company raising a total of $30 million under the Offering or the week
of January 23, 2012, with pricing of the Common Shares, Notes and
Warrants on the same terms as the initial closing. Any Units issued in
the final closing will be issued at a price of $10,000 per Unit plus
the accrued interest, with respect to the Notes, from the initial
closing date to the final closing date.
All of the other terms of the Offering remain the same as announced in a
press release dated November 15, 2011.
No securities regulatory authority has either approved or disapproved of
the contents of this news release. The securities being offered have
not been, and will not be, registered under the United States
Securities Act of 1933, as amended (the ''U.S. Securities Act''), or
any state securities laws, and may not be offered or sold in the United
States unless pursuant to an exemption therefrom. This press release is
for information purposes only and does not constitute an offer to sell
or a solicitation of an offer to buy any securities of Centric Health
in any jurisdiction.
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.