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Rogers Sugar Closes $100,000,000 Million Convertible Debenture Offering

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/NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES/

MONTREAL, Feb. 19, 2025 /CNW/ - Rogers Sugar Inc. (the "Company" or "Rogers Sugar") (TSX: RSI) is pleased to announce that it has completed today its previously announced bought deal public offering (the "Offering") of $100,000,000 aggregate principal amount of Eighth Series convertible unsecured subordinated debentures (the "Debentures") at a price of $1,000 per Debenture, pursuant to an underwriting agreement dated February 12, 2025 (the "Underwriting Agreement") among the Company, Lantic Inc. ("Lantic") and a syndicate of underwriters co-led by TD Securities Inc. and Scotia Capital Inc. and including BMO Nesbitt Burns Inc., National Bank Financial Inc., CIBC World Markets Inc., Desjardins Securities Inc. and RBC Dominion Securities Inc. (the "Underwriters").

The Debentures were offered in each of the provinces of Canada pursuant to a prospectus supplement dated February 12, 2025 (the "Prospectus Supplement") to the Company's final short form base shelf prospectus dated August 14, 2023 (the "Shelf Prospectus").

Rogers Sugar intends to use the net proceeds of the Offering to reduce amounts outstanding under the credit facility of Lantic, a subsidiary of the Company, and for general corporate purposes.

The Debentures will bear an interest rate of 6.00% per annum, payable semi-annually on the last day of June and December commencing on June 30, 2025. The Debentures will be convertible at the option of the holder into common shares of the Company (the "Debenture Shares") at a conversion rate of 140.8451 per Debenture Share per $1,000 principal amount of Debentures, which is equal to a conversion price of $7.10 per Debenture Share. The maturity date of the Debentures is June 30, 2030.

The Debentures will commence trading today on the Toronto Stock Exchange under the symbol RSI.DB.G.

No securities regulatory authority has either approved or disapproved the contents of this press release. The Debentures and the Debenture Shares issuable upon conversion of the Debentures have not been and will not be registered under the United States Securities Act of 1933, as amended, or any state securities laws, and accordingly will not be offered, sold or delivered, directly or indirectly within the United States of America ("U.S."), its possessions and other areas subject to its jurisdiction or to, or for the account or for the benefit of a U.S. person, except pursuant to applicable exemptions from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of the Debentures in any jurisdiction in which such offer, solicitation or sale would be unlawful.