TORONTO, June 19,
2023 /CNW/ - Baylin Technologies Inc. (TSX: BYL) (
the "Company") is pleased to announce that the holders (the
"Debentureholders") of its 6.5% Extendible Convertible
Unsecured Debentures due July 10,
2023 (the "Debentures") have approved the previously
announced proposed amendments (the "Amendments") to the
indenture governing the Debentures between the Company and
Computershare Trust Company of Canada, as debenture trustee (the
"Debenture Trustee"), dated as of July 10, 2018 (as amended, the
"Indenture"), and have authorized the Company and the
Debenture Trustee to enter into a supplemental indenture (the
"Supplemental Indenture") giving effect to the
Amendments.
The Amendments, once effected, will result in (i) an extension
to the maturity date of the Debentures from July 10, 2023 to June 30,
2026, (ii) an increase in the interest rate on the
Debentures from 6.5% to 8.5%, effective June
30, 2023, (iii) a reduction in the conversion price of the
Debentures from $3.85 to $1.00 per common share of the Company, and (iv)
an amendment to the definition of "Change of Control" in the
Indenture to permit the Company's Chairman, Jeffrey C. Royer, and related parties, to
acquire 66 2/3% or more of the common shares of the Company without
it constituting a Change of Control.
Debentureholders representing 71.7% of the outstanding principal
amount of the Debentures have provided consent in favour of an
extraordinary resolution approving the Amendments, which exceeds
the 66 2/3% threshold required under the Indenture. As a result,
the meeting of Debentureholders scheduled for June 20, 2023 to consider the Amendments is no
longer necessary and has been cancelled. Similarly, the notice to
Debentureholders of the Company's intention to elect to repay the
Debenbtures on their maturity date in common shares is now deemed
to have been withdrawn.
The Company and the Debenture Trustee intend to execute and
deliver the Supplemental Indenture on or about June 21, 2023, at which time the Amendments will
become effective and binding on all Debentureholders. Subject to
satisfaction of certain conditions, the Debentures are expected to
be posted for trading on the Toronto Stock Exchange at the opening
on June 30, 2023 under the new name
"8.5% Convertible Unsecured Debentures" and the existing
trading symbol "BYL.DB".
About Baylin
Baylin is a leading diversified global technology company. It
focuses on the research, design, development, manufacturing, and
sale of passive and active radio-frequency products, satellite
communications products, and supporting services.
Forward-Looking Statements
This press release includes forward-looking information and
forward-looking statements (together, "forward-looking statements")
within the meaning of applicable securities laws. They are not
statements of historical fact. Rather, they are disclosure
regarding conditions, developments, events, or financial
performance that we expect or anticipate may or will occur in the
future, including, among other things, information or statements
concerning our objectives and strategies to achieve those
objectives, statements with respect to management's beliefs,
estimates, intentions and plans, and statements concerning
anticipated future circumstances, events, expectations, operations,
performance, or results. Forward-looking statements can be
identified generally by the use of forward–looking terminology,
such as "anticipate", "believe", "could" "should", "would",
"estimate", "expect", "forecast", "indicate", "intend", "likely,
"may", "plan", "potential", "project", "outlook", "seek", "target",
"trend" or "will", or the negative or other variations of these
words or other comparable words or phrases, and are intended to
identify forward-looking statements, although not all
forward-looking statements contain these words.
The forward-looking statements in this press release include
statements concerning the effective date of the Amendments and of
the trading of the Debentures on the Toronto Stock Exchange.
Forward-looking statements are based on certain assumptions and
estimates made by us in light of the experience and perception of
historical trends, current conditions, expected future
developments, including projected growth and sales in passive and
active radio frequency and terrestrial microwave products and
services, and other factors we believe are appropriate and
reasonable in the circumstances, but there can be no assurance that
such assumptions and estimates will prove to be correct.
Many factors could cause our actual results, level of activity,
performance or achievements or future events or developments to
differ materially from those expressed or implied by the
forward-looking statements, including the risk factors discussed in
the Company's most recent Annual Information Form, which is
available on the Company's profile on SEDAR at www.sedar.com. All
the forward-looking statements made in this press release are
qualified by these cautionary statements and other cautionary
statements or factors in this press release. There can be no
assurance that the actual results or developments will be realized
or, even if substantially realized, will have the expected
consequences to, or effects on, the Company. Unless required by
applicable securities law, the Company does not intend and does not
assume any obligation to update these forward-looking
statements.
SOURCE Baylin Technologies Inc.