Business Services Industry
Hollinger Inc. Status Update
Business Wire, August 11, 2005
TORONTO -- Hollinger Inc. ("Hollinger") (TSX: HLG.C)(TSX:HLG.PR.B) provides the following update in accordance with the guidelines pursuant to which the June 1, 2004 management and insider cease trade order, as amended, was issued. These guidelines contemplate that Hollinger will normally provide bi-weekly updates on its affairs until such time as it is current with its filing obligations under applicable Canadian securities laws. Reference should be made to Status Update Reports and other press releases that have been previously filed by Hollinger and which are available on SEDAR at www.sedar.com.
Recent Events
On August 1, 2005, Hollinger announced that it had commenced a change of control offer to purchase any and all of its outstanding senior secured notes. The offer was prompted by a filing made with applicable Canadian securities regulatory authorities by the court appointed receiver and manager, RSM Richter Inc. (the "Receiver"), of The Ravelston Corporation Limited ("Ravelston") and related entities pursuant to which the Receiver stated that it had obtained possession and control of the shares of Hollinger directly or indirectly held by Ravelston (the "Receiver Action").
Although it is the position of Hollinger that the Receiver Action did not result in a Change of Control of Hollinger, as defined by the indentures (the "Indentures") governing Hollinger's senior secured notes, Hollinger determined to make the change of control offer that would be required by the Indentures in that event. Accordingly, Hollinger commenced a change of control offer to purchase (the "Change of Control Offer") for cash any and all of its outstanding 11.875% Senior Secured Notes due 2011 (the "Senior Notes") and 11.875% Second Priority Secured Notes due 2011 (the "Second Secured Notes", together with the Senior Notes, the "Notes") for US$1,010 per US$1,000 principal amount of Notes plus accrued and unpaid interest to the settlement date. The Change of Control Offer has been made pursuant to the Indentures. The occurrence of a Change of Control, as defined by the Indentures, is a necessary precondition to Hollinger's obligation to make the Change of Control Offer. If it is determined that a Change of Control has not occurred, the Change of Control Offer will terminate automatically prior to its expiry without any action on Hollinger's part. The Change of Control Offer expires at 5:00 p.m. (Eastern Daylight Time) on September 6, 2005, unless extended or earlier terminated. The Change of Control Offer is unconditional, unless terminated, subject to the proper tender of the Notes.
Financial Statements
As previously reported, Hollinger's 2003 annual financial statements cannot be completed and audited until Hollinger International Inc. ("Hollinger International") completes and files its 2003 annual financial statements. On January 18, 2005, Hollinger International filed its 2003 Form 10-K with the SEC, which included audited financial statements and related management discussion and analysis ("MD&A") for the year ended December 31, 2003 and restated audited financial results for the years ended December 31, 1999, 2000, 2001 and 2002. Hollinger International stated that the restated financial results were to correct accounting errors in prior periods and to reflect reclassifications arising from the adoption of a new accounting standard. On January 21, 2005, Hollinger International filed its audited financial statements, MD&A and renewal Annual Information Form ("AIF") for the year ended December 31, 2003 with Canadian securities regulatory authorities. The foregoing were necessary but not sufficient conditions to permit Hollinger to complete and file its 2003 annual financial statements as the completion and audit of such financial statements will require a level of co-operation from Hollinger International, which is still in negotiation, and Hollinger International's auditors.
On May 19 and 20, 2005, Hollinger International filed with the United States Securities and Exchange Commission its quarterly reports on Form 10-Q for the three, six and nine month periods ended March 31, June 30 and September 30, 2004, respectively. These interim financial statements (and related MD&A) were also filed with Canadian securities regulatory authorities on May 24, 2005.
Neither Hollinger International nor Hollinger has been able to file its annual financial statements, MD&A and AIF for the year ended December 31, 2004 on a timely basis as required by Canadian securities legislation. Hollinger International has not yet filed its interim financial statements for the fiscal quarters ended March 31, 2005 and Hollinger has not filed its interim financial statements for the fiscal quarters ended March 31, June 30 and September 30, 2004 and March 31, 2005. Hollinger International stated in its press release of August 8, 2005 that it anticipates filing its Annual Report on Form 10-K for the year ended December 31, 2004 prior to the end of August 2005. Hollinger International further stated that it expects to become current with its continuous disclosure obligations upon the filing of its third quarter interim financial statements in November 2005.
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