TORONTO, July 5, 2022 – Optiva Inc. (“Optiva” or the “Company“) (TSX:OPT) announces today that it has obtained the requisite shareholder approval to amend the terms of its outstanding 9.75% secured PIK toggle debentures due 2025 (the “Debentures“) to remove the current restrictions on the aggregate amount of cash interest payable to certain insiders of the Company in respect of the Debentures held by such insiders.
Pursuant to the existing terms of the indenture governing the Debentures, for so long as the Company is subject to the requirements of the TSX Company Manual, the total amount of cash interest paid to EdgePoint Investment Group Inc. (“EdgePoint“) and Maple Rock Capital Partners Inc. (“Maple Rock“) and their respective affiliates and associates in respect of Debentures held by them cannot exceed $14,880,000 in aggregate (the “Insider Cash Interest Limit“), unless the Company first obtains the approval of the Toronto Stock Exchange or the approval of the holders of the Company’s subordinate voting shares (the “Shares“) in accordance with the TSX Company Manual.
Maple Rock is no longer the beneficial owner of any Debentures and has no intention to repurchase any Debentures in the future. Therefore, Maple Rock is no longer considered an interested party for the purpose of approving the removal of the Insider Cash Interest Limit.
In accordance with the requirements of the TSX Company Manual, the Company has obtained the approval of Maple Rock and OLP Capital Management Ltd. (“OLP“), who in the aggregate hold approximately 53% of the issued and outstanding Shares, excluding the Shares held by EdgePoint, to remove the Insider Cash Interest Limit in respect of all interest obligations on the Debentures following the effective date of such amendment.
OLP does not beneficially own any Debentures. Maple Rock, OLP and EdgePoint are not related parties and are not acting jointly or in concert.
Pursuant to the TSX Company Manual, the amendment to the Debentures will be effective as of the date that is five business days from the date hereof.
About Optiva Inc.
Optiva Inc. is a leading provider of mission-critical, cloud-native revenue management software for the telecommunications industry. Its products are delivered globally on the private and public cloud. The Company’s solutions help service providers maximize digital, 5G, IoT and emerging market opportunities to achieve business success. Established in 1999, Optiva Inc. is on the Toronto Stock Exchange (TSX: OPT). For more information, visit www.optiva.com.
Caution Concerning Forward-Looking Statements
This press release contains forward-looking statements and forward looking information within the meaning of applicable securities laws. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or describes a “goal”, or variation of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. There is no assurance that any forward-looking statements will materialize. Risks that could cause our results to differ materially from our current expectations include, among others, those risks regarding the Company’s business discussed in the Company’s most recent annual information form, which is available on SEDAR at www.sedar.com and on Optiva’s website at www.optiva.com/investors/. The Company disclaims any intention or obligation to update any forward-looking statements, except as required by law, even if new information becomes available, as a result of future events or for any other reason.
Information in this press release regarding EdgePoint, Maple Rock and OLP is based on information provided by such parties and/or their respective public filings.
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Optiva Obtains Shareholder Approval to Remove Cash Interest Restrictions on Debentures