VANCOUVER, May 25, 2020 /PRNewswire/ - Mogo Inc. (TSX:MOGO)
(NASDAQ:MOGO) ("Mogo" or the "Company"), one of Canada's leading financial technology
companies, announced today that holders (the "Convertible
Debentureholders") of its 10.0% convertible senior secured
debentures due May 31, 2020 (TSX:
MOGO.DB) (the "Convertible Debentures") passed, at a meeting
of Convertible Debentureholders held on Friday May 22, 2020, an extraordinary resolution
approving certain amendments to the indenture governing the
Convertible Debentures, including the extension of the maturity
date to May 31, 2022.
Convertible Debentureholders voted over 94% in favour of the
extraordinary resolution, with over 78% of the outstanding
aggregate principal amount of Convertible Debentures being
voted.
The Convertible Debentures will continue to trade under the same
trading symbol as the original Convertible Debentures and the
following amendments were approved and will be made to the
indenture governing the Convertible Debentures:
- Extension of the maturity date of the Convertible Debentures
from May 31, 2020 to May 31, 2022;
- Reduction of the conversion price of the principal by 45% from
$5.00 to $2.75 per common share;
- Increase in the frequency of interest payments from
semi-annually to quarterly;
- Increase in the early conversion trigger from 115% to 125%
(such price now equaling $3.4375 per
common share based on the amended conversion price) to allow
investors greater opportunity to take advantage of a rising share
price and thus an extended period to benefit from the coupon
payment;
- Amendment of the provisions relating to payment of interest
upon early conversion so as to ensure that payment of interest
through the issuance of common shares is permitted by and complies
with applicable securities regulations and stock exchange policies;
and
- Amendment of the definition of change of control provision to
provide the Company with greater flexibility to pursue or enter
into a strategic transaction.
"We're pleased to have the support of our debentureholders to
move forward on these amended terms, which will allow the Company
to continue executing on its current business plan while providing
greater stability to our overall capital structure during what is
an extraordinarily volatile period in the capital markets," said
Greg Feller, President and Chief
Financial Officer of Mogo. "As we emerge from this period,
financial health and digital banking are two trends we expect to
accelerate, and our leading digital platform positions us well for
the recovery and provides the opportunity to create value for all
stakeholders."
The Company intends to enter into a supplemental trust indenture
to implement these amendments, which it anticipates will be
completed on or about May 27, 2020.
At such time, all amendments to the Convertible Debentures will
become effective.
About Mogo
Mogo — a financial technology company — offers a finance app
that empowers consumers with simple solutions to help them get in
control of their financial wellness. Financial wellness continues
to be the #1 source of stress across all demographics and highest
among millennials. At Mogo, users can sign up for a free account in
only three minutes and begin to learn the 4 habits of financial
health and get convenient access to products that can help them
achieve their financial goals. The Mogo platform has been
purpose-built to deliver a best-in-class digital experience, with
best-in-class products all through one account. With more than one
million members and a marketing partnership with Canada's largest news media company, Mogo
continues to execute on its vision of becoming the go-to financial
app for the next generation of Canadians. To learn more, please
visit mogo.ca or download the mobile app (iOS or Android).
Forward-Looking Statements
This news release may contain "forward-looking statements"
within the meaning of applicable securities legislation, including
statements regarding the timing for implementing the amendments.
Forward-looking statements are necessarily based upon a number of
estimates and assumptions that, while considered reasonable by
management at the time of preparation, are inherently subject to
significant business, economic and competitive uncertainties and
contingencies, and may prove to be incorrect. Forward-looking
statements involve known and unknown risks, uncertainties and other
factors including, without limitation, the following: that the
Amendments will not be successfully completed for any reason and
the risk that, if completed, the Company will not be able to pay
the interest and/or repay the principal amount outstanding under
the Convertible Debentures when due, and that Convertible
Debentureholders or the Company may not realize the anticipated
benefits of the Amendments; and other risk factors listed from time
to time in the Company's public filings. These risks, as well as
others, could cause actual results and events to vary
significantly. Accordingly, readers should not place undue reliance
on statements comprising forward-looking information, which are
qualified in their entirety by this cautionary statement. The
Company does not undertake any obligations to release publicly any
revisions for updating any voluntary forward-looking information,
except as required by applicable securities law.
View original
content:http://www.prnewswire.com/news-releases/mogo-announces-approval-of-amendments-to-its-convertible-debentures-including-extension-of-the-maturity-date-to-may-2022-301064713.html
SOURCE Mogo Inc.