/THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE
SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. THIS NEWS RELEASE
DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES.
THESE SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT
REGISTRATION OR AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED./
LUNENBURG, NS, July 3 /CNW/ - High Liner Foods Incorporated (TSX:HLF)
("High Liner") today announced that it has filed a Preliminary Short Form
Prospectus dated July 2, 2008 (the "Prospectus") with the securities
regulatory authorities in the Provinces of Ontario, Nova Scotia, New Brunswick
and Newfoundland and Labrador for a new issue of Non-Voting Equity Shares of
High Liner (the "Offering"). The Non-Voting Equity Shares are being sold on a
reasonable efforts agency basis by Beacon Securities Limited (the "Agent").
The Offering size has yet to be determined. The number of Non-Voting
Equity Shares to be issued and their price will be determined by negotiation
between High Liner and the Agent prior to finalization of this Prospectus.
Prior to this Offering, there has been no public market for the Non-Voting
Equity Shares. The Offering is primarily intended to achieve the minimum 300
board lot holders of the Non-Voting Equity Shares necessary to satisfy TSX
listing requirements for the Non-Voting Equity Shares. Listing will be subject
to High Liner fulfilling all listing requirements of the TSX and closing of
this Offering is conditional on the Non-Voting Equity Shares being approved
for listing on the TSX. The net proceeds of the Offering will be used by High
Liner for working capital and general corporate purposes.
Following completion of the Offering, in addition to the Non-Voting
Equity Shares sold pursuant to the Prospectus, High Liner intends to exchange
its outstanding Series A Preference Shares in accordance with their terms for
Non-Voting Equity Shares, which would result in an additional 4,996,550
Non-Voting Equity Shares becoming outstanding. If the Non-Voting Equity Shares
are not listed on the TSX by August 7, 2008, the holders of High Liner's
outstanding Series A Preference Shares and Non-Voting Equity Shares will be
entitled to exercise retraction rights requiring High Liner on 30 days notice
to exchange the Series A Preference Shares and Non-Voting Equity Shares for
Common Shares at a rate of 2.5 Common Shares for each Series A Preference
Share or one Common Share for each Non-Voting Equity Share, or for cash in
lieu of such Common Shares based on the market price of the Common Shares at
the time the retraction right is exercised, at the option of High Liner. The
retraction right may also be satisfied by the issuance of Non-Voting Equity
Shares in lieu of Common Shares if the Non-Voting Equity Shares will be listed
on the TSX at or about the effective time of the retraction.
The Corporation expects to enter into a written agency agreement with the
Agent prior to filing its final prospectus in respect of the Offering, which
agreement will set forth the terms of the Offering and details of the rights
and obligations of High Liner and the Agent with respect to the Offering,
including the payment by High Liner to the Agent of a fee in connection with
the Offering.
This news release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these
securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws
of such jurisdiction. The Offering may only be made in Canada in the
jurisdictions where the Prospectus was filed.
A preliminary prospectus containing important information relating to
these securities has been filed with securities commissions or similar
authorities in certain jurisdictions of Canada. The preliminary prospectus is
still subject to completion or amendment. Copies of the preliminary prospectus
may be obtained on High Liner's website at www.highlinerfoods.com or under
High Liner's profile at www.sedar.com. There will not be any sale or any
acceptance of an offer to buy the securities until a receipt for the final
prospectus has been issued.
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, and
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.
Advisory Regarding Forward-Looking Statements
This news release contains forward-looking statements or forward-looking
information, including statements about the expected use of the net proceeds
of the Offering and the listing of the Non-Voting Equity Shares. These forward
looking statements are subject to a variety of risks and uncertainties beyond
High Liner's ability to control or predict which could cause actual events or
results to differ materially from those anticipated in such forward looking
statements. Such risks and uncertainties are disclosed under the headings
"Forward-Looking Statements" and "Risk Factors and Investment Considerations"
in the Preliminary Prospectus. Forward-looking information is in addition
based on various assumptions, including, without limitation, assumptions about
general business and economic conditions and the availability of financing on
reasonable terms. Should one or more of these risks and uncertainties
materialize, or should the underlying assumption prove incorrect or different,
actual results may vary materially from those described in the forward-looking
statements. All forward looking statements speak only as of the date of this
news release. Accordingly, readers should not place undue reliance on
forward-looking statements.
For further information about the Company, please visit our Internet site
at www.highlinerfoods.com or send e-mail to investor@highlinerfoods.com.
%SEDAR: 00001789E
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