April 20, 2011
Victoria, British Columbia – British Columbia Investment Management Corporation (“bcIMC”) announces that the conversion price (the “Conversion Price”) attached to the 9.0 per cent Convertible Debentures of TimberWest Forest Corp. (the “Company”) held by bcIMC, through two wholly-owned subsidiaries bcIMC (PPTW) Investment Corporation and bcIMC (WCBAF PPTW) Investment Corporation (the “Debentures”), was adjusted downward to $3.26746239. The downward adjustment to the Conversion Price is a change in a material fact set out in a previous early warning report filed by bcIMC.
bcIMC holds Debentures having an aggregate principal amount of Cdn$106,893,300. When issued, the Debentures were convertible into stapled units of the Company (the “Stapled Units”) at a Conversion Price of Cdn$3.50. Due to the Company’s issuance of an aggregate of 6,398,415 Stapled Units in payment of deferred interest on the Company’s Series A Subordinate Notes forming part of the Stapled Units (the “PIK Payments”) on October 15, 2010, January 17, 2011 and April 15, 2011, the Conversion Price has been adjusted downward to $3.26746239 in accordance with the terms of the Debentures.
Assuming full conversion of the principal amount of the Debentures at the adjusted Conversion Price, bcIMC has acquired control of an additional 2,173,527 Stapled Units. Due to the issuance of the Stapled Units pursuant to the PIK Payments and the corresponding increase in the number of issued and outstanding Stapled Units, bcIMC’s security holding percentage is not affected.
Assuming the full conversion of the principal amount of the Debentures (and no other Stapled Units being issued or the Rights Offering Debentures (as defined below) being converted), bcIMC has control of an aggregate of 32,714,470 Stapled Units representing approximately 25.34 per cent of the issued and outstanding Stapled Units (after such conversion).
The Company has additional 9.0 per cent convertible debentures outstanding (the “Rights Offering Debentures”) with an aggregate principal amount of Cdn$53,351,367. The Rights Offering Debentures have similar economic terms as the Debentures. If all of the Rights Offering Debentures are also converted in full, and assuming no other Stapled Units are issued, the Stapled Units controlled by bcIMC will represent approximately 22.50 per cent of the issued and outstanding Stapled Units (after such conversion).
The downward adjustment to the Conversion Price was effected in accordance with the terms of the Debentures without any action of the part of bcIMC. On April 11, 2011 it was announced that bcIMC and the Public Sector Pension Investment Board had entered into agreement with the Company to acquire all of the Company’s issued and outstanding Stapled Units. A copy of this agreement is available on the Company’s SEDAR profile.
This news release is being issued pursuant to Part 3 of National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues of the Canadian Securities Administrators. A copy of the report filed by bcIMC in connection with the Debentures is available on the Company’s SEDAR profile, and it can also be obtained directly from bcIMC by contacting the representative of bcIMC, Gwen-Ann Chittenden, Manager Corporate Initiatives, at (250) 387-4650.
bcIMC is an independent investment management corporation based in Victoria, British Columbia that manages a global investment portfolio of more than $86 billion as at December 31, 2010. Supported by industry-leading expertise, bcIMC invests in all major asset classes including infrastructure and strategic assets. bcIMC’s clients include public sector pension plans, insurance funds and public trusts. bcIMC operates independently from government. For more information, visit www.bcimc.com.