Press Release

Difference Capital Announces Completion of its $12m Substantial Issuer Bid for its Outstanding Convertible Debentures

Written on October 16th, 2015

TORONTO, CANADA – October 16, 2015 – Difference Capital Financial Inc. (“DCF” or the “Company”) (TSX:DCF)(TSX:DCF.DB) announces today the final results of its previously announced substantial issuer bid (the “Offer”) to purchase for cancellation from holders (the “Debentureholders”) of the outstanding 8.0% convertible unsecured subordinated debentures of the Company due July 31, 2018 (the “Debentures”) up to $12,000,000 aggregate principal amount of the issued and outstanding Debentures at a purchase price of $880 per $1,000 principal amount of Debentures.

The Offer expired in accordance with its terms at 4:00 p.m. (Toronto time) on October 15, 2015 (the “Expiry Time”). The final report provided by the depositary indicated a total of $18,821,000 aggregate principal amount of Debentures had been deposited pursuant to the Offer and not withdrawn as of the Expiry Time, representing approximately 39.5% of the outstanding aggregate principal amount of Debentures. As the aggregate principal amount of Debentures deposited under the Offer exceeds the maximum aggregate principal amount of the Offer, a pro rata factor will apply such that Debentureholders who deposited Debentures will have approximately 63.8% of the principal amount of Debentures they deposited taken up and paid for by DCF.

Accordingly, given that all of the conditions of the Offer have been satisfied, DCF will be taking up $12,000,000 aggregate principal amount of Debentures for total consideration of $10,560,000 plus accrued and unpaid interest up to and excluding the date of take-up of the Debentures, as required by applicable securities laws and as set forth in the Offer and accompanying circular dated August 25, 2015 and as varied and extended by the Notice of Variation and Extension dated September 28, 2015. It is expected that payment for the Debentures accepted for purchase and to be taken up by DCF will be forwarded by the depositary under the Offer to the registered holder of Debentures as soon as practicable and in accordance with the terms of the Offer. Debentures deposited but not taken up and paid for by DCF will be returned as soon as practicable by the depositary under the Offer to the depositing Debentureholders. The principal amount of Debentures purchased pursuant to the Offer represents 25% of the outstanding aggregate principal amount of Debentures and, after giving effect to the purchase of such Debentures for cancellation, approximately $35,598,000 aggregate principal amount of Debentures remain outstanding.

About Difference Capital Financial Inc.

Difference Capital Financial Inc. invests in and advises growth companies. We leverage our capital market expertise to help unlock the value in technology, media and healthcare companies as they approach important milestones in their business lifecycle. Difference Capital Financial Inc.’s common shares and convertible debentures are traded on the Toronto Stock Exchange under the symbols “DCF” and “DCF.DB”, respectively.

Caution Regarding Forward-Looking Statements

Included in this press release are matters that constitute “forward-looking” information. Such forward-looking include statements regarding future financial results of the Company, potential liquidity events of portfolio investment assets and the ability to recover on secured debt positions. Forward-looking statements may be identified by words such as “plans”, “proposes”, “estimates”, “intends”, “expects”, “believes”, “may” or words of a similar nature. There can be no assurance that such statements will prove to be accurate. Actual results and future events could differ materially from such statements. Factors that could cause actual results to differ materially include among others, equity market regulatory risks, risk inherent in foreign operations and competition. These factors are largely outside the control of the Company. All subsequent forward-looking statements attributable to the Company or its agents are expressly qualified in their entirety by these cautionary comments. The Company expressly disclaims any intent or obligation to update publicly forward-looking information, whether as a result of new information, future events or otherwise.


Contact Information

Henry Kneis
Chief Executive Officer
(416) 649-5085





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