BEVERLY, MA and TORONTO, ON -- (Marketwired) -- 09/30/13 --
Hamilton Thorne Ltd. (TSX VENTURE: HTL), a leading provider of precision laser devices and advanced image analysis systems for the fertility, stem cell and developmental biology research markets announced today that is has reached an agreement to amend (the "Debenture Amendments") its $300,000 unsecured subordinated debentures (the "Debentures") dated August 29, 2012. The Debenture Amendment: (i) extends the maturity date of the Debentures from October 1, 2013 to October 1, 2016; (ii) reduces the interest rate payable under the Debentures to 10% per annum effective October 1, 2013 until the maturity date; and (iii) amends interest payment terms so that interest to September 30, 2013 shall be accrued and paid only upon maturity or earlier redemption of the Debentures, while interest earned from and after October 1, 2013 shall be payable in arrears on a quarterly basis. All other terms and conditions of the Debentures, as amended, were ratified and confirmed.
"We are pleased with the confidence and support shown by two of our major investors in extending and amending the terms of these debentures," said Michael Bruns, Chief Financial Officer of Hamilton Thorne Ltd. "These changes have improved our balance sheet and working capital while reducing our interest expense."
Related Party Transactions
As both Debenture holders are insiders of the Company, the Debenture Amendments constitute a "related party transaction" pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is exempt from the formal valuation requirement of MI 61-101 in connection with this amendment in reliance on section 5.5(b) of MI 61-101, as no securities of the Company are listed or quoted for trading on the Toronto Stock Exchange, the New York Stock Exchange, the American Stock Exchange, the NASDAQ Stock Market or a stock exchange outside of Canada and the United States. Additionally, the Company is exempt from obtaining minority approval in connection with the Debenture Amendments in reliance on section 5.7(1)(b) of MI 61-101, as, in addition to the foregoing, (i) neither the fair market value of the Debentures nor the consideration received in respect thereof from insiders exceeds $2.5 million, (ii) the Company has one or more independent directors in respect of the Debenture Amendments who are not employees of the Company, and (ii) all of the independent directors have approved the Debenture Amendments.
A material change report in respect of the Debenture Amendments will be released less than 21 days before the effective date of the Debenture Amendments as the final details of the Debenture Amendments were not settled until shortly prior to the date of this news release.