LUNENBURG, NS, Jan. 18 /CNW/ - High Liner Foods Incorporated (TSX:HLF)
("High Liner" or the "Company") today announced that it has called all of its
outstanding Second Preference Shares for mandatory redemption on February 20,
2008. The outstanding Second Preference Shares, which have a total par value
of $20,000,000, will be redeemed at their par value plus any accrued and
unpaid dividends to the redemption date.
On and after the redemption date, the Second Preference Shares will no
longer be deemed to be outstanding and all rights of the holders will cease,
except for the right to receive the redemption price, without interest
thereon, upon surrender of certificates representing the Second Preference
Shares.
The Company also announced that the majority of the holders of the Second
Preference Shares subscribed for 798,620 Series A Preference Shares, with a
par value of $25 per share, from the Company's treasury for total proceeds of
$19,965,500. The subscription proceeds will offset a portion of the redemption
price due in respect of the Second Preference Shares held by the subscribers.
When added to the 1,200,000 Series A Preference shares issued as part
consideration to the vendor in the recently completed acquisition of assets
from Fishery Products International Limited (see press release dated
December 20, 2007), there will be 1,998,620 Series A Preference Shares
outstanding.
These newly created Series A Preference Shares are entitled to per share
dividends equal to 2.5 times the dividends declared on the Company's common
shares, estimated at $0.125 per Series A Preference share per quarter based on
the current dividend policy of the Company.
The Series A Preference Shares will be convertible into a new class of
Non-Voting Equity Shares of the Company at a rate of 2.5 Non-Voting Equity
Shares for each Series A Preference Share subsequent to the Company's Annual
Meeting in May 2008. The conversion would result in 4,996,550 Non-voting
Common Shares outstanding. The Non-Voting Equity Shares are expected to be
created at the Annual Meeting and High Liner intends to list the Non-Voting
Equity Shares on the TSX shortly thereafter, subject to receipt of all
required approvals. If for some reason the Non-Voting Equity Shares are not
created and listed within 90 days after the Annual Meeting, the Series A
Preference Shares will be either convertible to Common Shares at the same
conversion rate or redeemable for cash based on the market value of the Common
Shares at that time at the Company's option.
About High Liner Foods Incorporated
High Liner Foods Incorporated is one of North America's largest
processors and marketers of prepared, value-added frozen seafood. High Liner's
branded products are sold throughout the United States, Canada and Mexico
under the High Liner®, Fisher Boy® and Sea Cuisine™ labels, available
in most grocery and club stores. The Company also sells its High Liner® and
FPI® food service products to restaurants and institutions, and is a major
supplier of private label seafood products to North American food retailers
and food service distributors. High Liner Foods is a publicly traded Canadian
company, trading under the symbol HLF on the Toronto Stock Exchange.
This document contains forward-looking statements, including statements
regarding the redemption of Second Preference Shares, the issuance of Series A
Preference Shares, estimated dividend rates and the creation and listing of
Non-Voting Equity Shares. These statements contain words such as "anticipate",
"expect", "could", "should", "may", "plans", "will", or similar expressions
that are based on and arise out of current conditions and intentions, and
expected future developments as well as other factors. These statements are
not a guarantee of future performance. By their nature, forward-looking
statements involve uncertainties and risks that the forecasts and targets will
not be achieved. For example, completion of the issuance of the Series A
Preference Shares will depend on the satisfaction of certain customary closing
conditions, whether Non-Voting Equity Shares are created and listed will
depend in part upon receipt of required shareholder and regulatory approvals
and future dividend rates will depend on the availability of funds for
distribution based on the Company's future financial performance and continued
profitability.
Readers are cautioned not to place undue reliance on forward-looking
statements, as a number of important factors, as discussed herein and in our
other continuous disclosure documents, could cause actual results to differ
materially from those expressed in such forward-looking statements. We include
in publicly available documents filed from time to time with securities
commissions and the Toronto Stock Exchange, a thorough discussion of the risk
factors that can cause anticipated outcomes to differ from actual outcomes. We
disclaim any intention or obligation to update or revise forward-looking
statements.
For further information about the company, please visit our Internet site
at www.highlinerfoods.com or send e-mail to investor@highlinerfoodinc.com.
%SEDAR: 00001789E
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