TORONTO, July 8, 2014 /CNW/ - Orion announced today that Orion Co-Investments I LLC ("Orion Equity Co-Invest"), a company managed by Orion, acquired ownership of an aggregate of 181,529,455 common shares of Stornoway Diamond Corporation ("Stornoway"), representing approximately 24.8% of Stornoway's currently outstanding common shares (the "Common Shares"). Orion Equity Co-Invest acquired such Common Shares pursuant to the exchange of its 171,254,203 subscription receipts and the issuance of 10,275,252 placement fee shares, all as more particularly described in Orion's press release and early warning report filed on May 23, 2014.
Additionally, Orion announced today that Orion Co-Investments I (Convert) LLC (Orion Convert Co-Invest), a company managed by Orion, purchased US$20,500,000 aggregate principal amount of convertible debentures of Stornoway (the "Convertible Debentures"), which are convertible at any time prior to maturity on July 8, 2021 at a conversion rate of US$0.8863. Assuming conversion of its Convertible Debentures, Orion would hold an aggregate of 204,659,320 Common Shares, representing approximately 27.1% of the then outstanding Common Shares.
The Common Shares were issued to Orion Equity Co-Invest pursuant to the exchange of previously issued Subscription Receipts and the Placement Fee Shares were issued to Orion Equity Co-Invest by way of private placement for no additional consideration. Please see Orion's prior press release and early warning report filed May 23, 2014 for a description of the consideration paid for the Subscription Receipts.
The Convertible Debentures were issued to Orion Convert Co-Invest by way of private placement at a price of US$960 per US$1,000 principal amount of Convertible Debentures for an aggregate purchase price of US$19,680,000. Based on the Bank of Canada's published noon rate of exchange on July 7, 2014, the foregoing amounts are equal to C$1,023.55 per US$1,000 principal amount of Convertible Debenture for aggregate proceeds of C$20,982,816.
Orion has acquired the securities of Stornoway for investment purposes. Orion has no current plan or proposal which relates to, or would result in, acquiring additional ownership or control over the securities of Stornoway. Depending on market conditions, Orion's view of Stornoway's prospects and other factors considered relevant by Orion, Orion may acquire additional securities of Stornoway from time to time in the future, in the open market or pursuant to privately negotiated transactions, or may sell all or a portion of its securities of Stornoway.
Orion's address is Canon's Court, 22 Victoria Street, Hamilton, Bermuda HM12. For further information please refer to the Early Warning Report posted on SEDAR or contact Jeffrey T. Kechejian at (212) 596-3474.
Certain statements in the press release are forward-looking statements and are prospective in nature, including statements with respect to Orion's future intentions regarding the securities of Stornoway. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Such forward-looking statements should therefore be construed in light of such factors, and Orion is not under any obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.
SOURCE Orion Mine Finance Management I Limited