NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES
TORONTO, ONTARIO – July 28, 2017: Transeastern Power Trust (“Transeastern” or the “Trust”) (TSX-V: TEP.UN; TEP.DB) is pleased to announce that it has refinanced some of its existing indebtedness. All references to $ in this press release are to Canadian dollars.
Pursuant to debt settlement agreements with certain existing creditors, the Trust has issued an aggregate of $11,343,000 of 7.5% convertible unsecured subordinated debentures (the “Additional Initial Debentures”) due May 28, 2019 to settle various indebtedness in the aggregate amount of approximately $9.1 million. The Additional Initial Debentures have the same terms as the initial convertible debentures issued pursuant to the Trust’s convertible debenture indenture dated as of May 28, 2014, as amended (the “Debenture Indenture”) and are convertible into units in the capital of the Trust (“Trust Units”) at a conversion price of $1.25 per Trust Unit. The Additional Initial Debentures and the Units issuable upon the conversion thereof are subject to a statutory four month and a day hold period from the date of issuance in accordance with applicable securities legislation, and to the approval of the TSX Venture Exchange.
Mr. J. Colter Eadie, Chief Executive Officer of Transeastern, commented: “This refinancing has allowed the Trust to replace a significant amount of short term secured operating level debt with longer term unsecured indebtedness at the Trust level thus providing the Trust with increased financial flexibility and allowing it to better service its obligations. It is also a key step in closing the recently announced proposed acquisition of the Dorobantu 45mw wind project.”
The issuance of certain of the Additional Initial Debentures constitutes a related party transaction under Multilateral Instrument 61-101 – “Protection of Minority Security Holders in Special Transactions” (“MI 61-101”). The Trust relied on valuation and minority approval exemptions set forth in MI 61-101.
For further information please contact:
+1 (647) 987-7663
J. Colter Eadie
Chief Executive Officer
+40 736 372 724
Chief Financial Officer
+1 (416) 625-5064
The Trust, through its direct and indirect subsidiaries in Canada, the Netherlands and Romania, has been formed to acquire interests in renewable energy assets in Romania, other countries in Europe and abroad that can provide stable cash flow to the Trust and a suitable risk-adjusted return on investment. The Trust seeks to provide investors with long-term, stable distributions, while preserving the capital value of its investment portfolio through investment, principally in a range of operational assets, which generate electricity from renewable energy sources, with a particular focus on solar and hydro power. The Trust intends to qualify as a “mutual fund trust” under the Income Tax Act (Canada) (the “Tax Act”). The Trust will not be a “SIFT trust” (as defined in the Tax Act), provided that the Trust complies at all times with its investment restriction which precludes the Trust from holding any “non-portfolio property” (as defined in the Tax Act). All material information about the Trust may be found under Transeastern’s issuer profile at www.sedar.com.
Forward-Looking Statements Except for statements of historical fact contained herein, the information in this press release constitutes “forward-looking information” within the meaning of Canadian securities law. Such forward-looking information may be identified by words such as “anticipates”, “plans”, “proposes”, “estimates”, “intends”, “expects”, “believes”, “may” and “will”. There can be no assurance that such statements will prove to be accurate; actual results and future events could differ materially from such statements. Factors that could cause actual results to differ materially include, among others: risks related to foreign operations (including various political, economic and other risks and uncertainties), the interpretation and implementation of the energy law, expropriation of property rights, political instability and bureaucracy, limited operating history, lack of profitability, high inflation rates, failure to obtain bank financing, fluctuations in currency exchange rates, competition from other businesses, reliance on various factors (including local labour, importation of machinery and other key items and business relationships), risks related to seasonality (including adverse weather conditions, shifting weather patterns, and global warming), a shift in energy trends and demands, a shift in energy generation in the European Union, vulnerability to fluctuations in the world market, the lack of availability of qualified management personnel and stock market volatility. Details of the risk factors relating to Transeastern and its business are discussed under the heading “Risks and Uncertainties” in Transeastern’s annual management’s discussion and analysis for the year ended December 31, 2016, a copy of which is available on Transeastern’s SEDAR profile at www.sedar.com. Most of these factors are outside the control of the Trust. Investors are cautioned not to put undue reliance on forward-looking information. These statements speak only as of the date of this press release. Except as otherwise required by applicable securities statutes or regulation, Transeastern expressly disclaims any intent or obligation to update publicly forward-looking information, whether as a result of new information, future events or otherwise. Neither the TSX Venture Exchange nor its regulation services provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.