Chicago, Nov. 15 – Dirtt Environmental Solutions Ltd. priced C$35 million of five-year convertible debentures with a coupon of 6.25% and an initial conversion premium of 35%, according to an FWP filed with the Securities and Exchange Commission.
The notes cannot be redeemed before Dec. 31, 2024. After Dec. 31, 2024 and before Dec. 31, 2025, the debentures are redeemable at par plus interest subject to a 125% hurdle.
At maturity, the principal of the notes can be redeemed with shares that will be calculated by taking the principal amount of notes and the unpaid interest and multiplying by 95% of the current market price.
National Bank Financial Inc. was the bookrunner for the bought-deal offer.
There is a 30-day option to purchase an additional C$5.25 million of the debentures to cover the underwriters’ over-allocation position.
Proceeds will be used, with cash on hand, to fund the company’s anticipated 2022 capital expenditure program of around $7 million. Remaining proceeds will be used to support the continued funding of the company’s manufacturing and commercial activities as the pandemic recovery occurs, and provide incremental liquidity to support the company’s operations and growth initiatives.
Dirtt is a Calgary, Alta.-based customized interior building company.
| Issuer: | Dirtt Environmental Solutions Ltd.
|
| Securities: | Convertible debentures
|
| Amount: | C$35 million
|
| Greenshoe: | C$5.25 million
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| Maturity: | Dec. 31, 2026
|
| Bookrunner: | National Bank Financial Inc.
|
| Coupon: | 6.25%
|
| Conversion premium: | 35%
|
| Conversion price: | C$2.04
|
| Conversion rate: | 238.0952
|
| Call options: | Non-callable until Dec. 31, 2024 and then subject to a 125% hurdle until Dec. 31, 2024
|
| Change of control: | At 101
|
| Pricing date: | Nov. 15
|
| Settlement date: | Dec. 1
|
| Distribution: | Bought deal
|
| Stock symbol: | TSX: DRT
|
| Stock price: | C$3.27
|
| Market capitalization: | C$265.5 million
|
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