SEB Announces Proposed Convertible Debenture Offering
27 Janvier 2014 - 2:19PM
Marketwired
SEB Announces Proposed Convertible Debenture Offering
TORONTO, ONTARIO--(Marketwired - Jan 27, 2014) - Smart Employee
Benefits Inc. ("SEB" or the "Company") (TSX-VENTURE:SEB) announced
today that it intends to complete a best efforts brokered private
placement of up to $2,000,000 in unsecured convertible notes (the
"Notes") of the Company at a price of $1.00 per $1.00 principal of
the Notes (the "Offering").
The Offering is being made through a syndicate of dealers with
MGI Securities Inc. as lead agent (collectively, the "Agents").
The Notes will have a two (2) year term maturing on the second
anniversary of the date of closing (the "Maturity Date"). The Notes
will bear interest at an annual rate of 8%, with interest
calculated and paid quarterly in arrears. The Notes will be
convertible into common shares in the capital of SEB ("Common
Shares") at any time at $0.50 per Common Share up until the first
anniversary of the Closing Date; and thereafter, the Notes will be
convertible into Common Shares at $0.60 per Common Share until the
last business day prior to the Maturity Date. The principal amount
of the Notes that have not been converted into Common Shares will
be repayable on the Maturity Date.
It is anticipated that the net proceeds of the Offering will be
used by the Company for acquisitions and general working capital
purposes.
Closing of the Offering is anticipated to occur on or before
February 7th, 2014 (the "Closing Date") and is subject to receipt
of applicable regulatory approvals, including approval of the TSX
Venture Exchange (the "TSXV"). The Notes and the Common Shares
issued upon conversion thereof will be subject to a "hold period"
of 4 months from the Closing Date.
The Agents will receive aggregate cash compensation equal to 7%
of the gross proceeds raised under the Offering, as well as 320,000
broker warrants ("Broker Warrants") based on completion of the full
Offering of $2,000,000 and prorated accordingly where the completed
Offering is less than $2,000,000, with the Broker Warrants
entitling the Agents to purchase 320,000 Common Shares at any time
until the third anniversary of the closing of the Offering at an
exercise price of $0.50 per Common Share.
The securities offered in the Offering have not been and will
not be registered under the United States Securities Act of 1933 as
amended, or any state securities laws, and may not be offered or
sold in the United States absent registration or an applicable
exemption from such registration requirements. This press release
shall not constitute an offer to sell, or the solicitation of an
offer to buy the securities in the United States or in any
jurisdiction in which such offer, sale or solicitation would be
unlawful.
About SEB: SEB is a technology company providing software,
solutions and services specializing in managing group benefit
solutions and healthcare claims processing environments for
corporate and government clients, both in Canada and
internationally. Health Claims Processing in Canada alone is a
$60.0 billion industry, of which over $35.0 billion is employee
group benefit plans and over $25.0 billion of other healthcare
benefit claims (e. g. workers' compensation claims, travel
benefits, various federal and provincial government programs,
dental associations, drug associations, etc.). In the employee
group benefits industry, SEB provides Third Party Administrator
("TPA") services and Insurance Brokerage services utilizing its
software platform to provide "totally hosted PCI compliant supply
chain solutions" for managing the complete group benefits business
processes between insurers, clients, brokers, consultants,
technology service providers and healthcare service providers. In
healthcare claims processing, SEB also operates as a systems
integrator utilizing its technology platform together with other
technologies to provide customized, fully integrated solutions for
specialized environments (e.g. travel claims, student benefits,
hospitals, unique government applications, etc.). The technology
and expertise deployed in this area also allows SEB to provide
other related supply chain, systems integration and human resource
solutions and services to the same clients.
For further information about SEB, please visit
www.seb-inc.com.
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.
Media Contacts:Smart Employee Benefits Inc.John
McKimmPresident/Chief Executive Officer(416)
460-2817john.mckimm@seb-inc.comSmart Employee Benefits Inc.Shelly
FrankVice-President, Marketing(888) 939-8895 x
358shelly.frank@seb-inc.comwww.seb-inc.com
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