NOT FOR DISTRIBUTION OR DISSEMINATION INTO THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES
Halifax, NS – October 23, 2019 – DHX Media Ltd. (dba WildBrain) (“WildBrain” or the “Company”) (TSX: DHX, NASDAQ: DHXM) today issued rights (each, a “Right”) to eligible holders of its common voting shares (“Common Voting Shares”) and variable voting shares (“Variable Voting Shares” and, together with the Common Voting Shares, “Voting Shares”) as at October 18, 2019, pursuant to the Company’s previously announced rights offering (the “Rights Offering”).
Pursuant to the Rights Offering, eligible holders of Voting Shares will receive one Right for each Voting Share held. Every 3.757635354 Rights will entitle the holder to subscribe for one whole Voting Share of the Company at a price of C$1.67 per Voting Share (the “Subscription Price”). The Subscription Price is equal to approximately a 20% discount to the volume weighted average trading price of the Voting Shares on the Toronto Stock Exchange (the “TSX”) for the 5-day period ending on October 8, 2019.
The Rights are exercisable until 5:00 p.m. (Toronto time) on November 15, 2019 (the “Expiry Time”), after which time unexercised Rights will be void and of no value. To subscribe, registered shareholders must forward their completed Rights certificate, together with the applicable funds, to the depositary and subscription agent, Computershare Investor Services, Inc., prior to the Expiry Time. Shareholders who own their Voting Shares through an intermediary, such as a bank, trust company, securities dealer or broker, will receive materials and instructions from their intermediary.
The Rights trade on the TSX under the symbol DHX.RT, and will cease trading at 12:00 p.m. (Toronto time) on November 15, 2019. The Rights Offering includes an additional subscription privilege under which eligible holders of Rights who fully exercise their Rights will be entitled to subscribe for additional Voting Shares, if available, that are not otherwise subscribed for in the Rights Offering.
The Rights Offering will be conducted only in the provinces and territories of Canada (the “Eligible Jurisdictions”). Accordingly, and subject to the detailed provisions of a Rights Offering circular (the “Circular”), Rights will not be delivered to, nor will they be exercisable by, persons resident outside of the Eligible Jurisdictions unless such holders can establish that the transaction is exempt under applicable legislation. Rather, such Rights may be sold on their behalf. If you are a holder of Voting Shares and reside outside of Canada, please review the Company’s Rights Offering notice (the “Notice”), Circular and notice to ineligible shareholders to determine your eligibility and the process and timing requirements to receive and exercise your Rights.
Details of the Rights Offering are set out in a Notice and Circular, which are available under the Company’s profile on SEDAR at www.sedar.com.
The Rights and the Voting Shares issuable upon exercise of the Rights have not been, and will not be, registered under the United States Securities Act of 1933, as amended, and accordingly, the Rights and the Voting Shares are not being publicly offered for sale in the “United States” or to “U.S. persons” (as such terms are defined in Regulation S under the United States Securities Act of 1933, as amended). This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction. There shall be no sale of the securities in any jurisdiction in which an offer to sell, a solicitation of an offer to buy or a sale would be unlawful.
The Company has also announced that it will hold its annual and special meeting of shareholders (the “Meeting”) on December 17, 2019, with a record date of November 12, 2019. Consequently, any Voting Shares received upon exercise of the Rights under the Rights Offering will not be eligible to be voted at the Meeting.
For more information, please contact:
Investor Relations: Nancy Chan-Palmateer – Director, Investor Relations, WildBrain
At WildBrain we make great content for kids and families. With over 13,000 half-hours of filmed entertainment in our library – one of the world’s most extensive – we are home to such brands as Peanuts, Teletubbies, Strawberry Shortcake, Caillou, Inspector Gadget and Degrassi. Our shows are seen in more than 150 countries on over 500 telecasters and streaming platforms. Our AVOD business – WildBrain Spark – offers one of the largest networks of kids’ channels on YouTube, with over 109 million subscribers. We also license consumer products and location-based entertainment in every major territory for our own properties as well for our clients and content partners. Our television group owns and operates four family entertainment channels that are among the most-viewed in Canada. WildBrain is headquartered in Canada with offices worldwide and trades on the Toronto Stock Exchange (DHX) and the NASDAQ (DHXM). Visit us at www.wildbrain.com.
On September 23, 2019, DHX Media Ltd. announced it is rebranding as “WildBrain”.
This press release contains “forward-looking statements” under applicable securities laws with respect to the Company including, without limitation, statements regarding business strategies and operational activities of the Company. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties and are based on information currently available to the Company. Actual results or events may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results or events to differ materially from current expectations, among other things, include the risk factors discussed in materials filed with applicable securities regulatory authorities from time to time including matters discussed under “Risk Factors” in the Company’s most recent Annual Information Form and annual Management Discussion and Analysis, which also form part of the Company’s annual report on Form 40-F filed with the U.S. Securities and Exchange Commission. These forward-looking statements are made as of the date hereof, and the Company assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law.