New Look Eyewear Inc. Closes $10 Million Private Placement

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MONTREAL— New Look Eyewear Inc. (BCI) said yesterday that it has completed its previously announced "bought deal" private placement subscription receipt financing for aggregate gross proceeds of $10 million, in connection with the offering to fund the recently-announced acquisition of certain assets and business of the Grieche & Scaff banner here, as reported earlier this month by VMail.

New Look issued 500,000 subscription receipts from treasury at a price of $20.00 per subscription receipt through a syndicate of underwriters led by GMP Securities L.P. and including National Bank Financial Inc. and Beacon Securities Limited. Each subscription receipt entitles the holder thereof, subject to certain conditions, to receive one Class A common share of New Look.

New Look intends to use the proceeds of the offering, together with funds obtained from its credit facilities, to fund the previously announced acquisition of certain optical assets and business of Optic Direct Inc., carrying on business under the Greiche & Scaff banner in Quebec. The acquisition is expected to close on or about Oct. 1, 2014 subject to usual closing conditions.

The proceeds from the offering will be held in escrow pending the closing of the acquisition. If the acquisition is completed on or prior to 5:00 p.m. (Montreal time) on Nov. 5, 2014, the proceeds will be released to New Look and each holder of a subscription receipt will receive, without additional consideration and without further action, one common share for each subscription receipt held upon closing of the acquisition.

If the acquisition does not occur on or prior to 5:00 p.m. (Montreal time) on Nov. 5, 2014 or New Look advises the underwriters that it does not intend to proceed with the acquisition, the holders of subscription receipts will receive a cash payment equal to the offering price of the subscription receipts plus their pro rata share of the interest earned on the escrowed funds during the term of the escrow, the company said.

Assuming the subscription receipts are still outstanding on Sept. 23, 2014 and are subsequently exchanged for Class A common shares of New Look, the holders thereof will be entitled upon such exchange to receive a cash payment per subscription receipt equal to the dividends totalling $0.15 per Class A common share of New Look declared payable on Sept. 30, 2014 to the holders of record as of Sept. 23, 2014. As of July 31, 2014, New Look had 12,706,550 Class A common shares issued and outstanding.

New Look is a leader in the eyecare industry in Eastern Canada having a network of 141 corporate stores mainly under the New Look and Vogue Optical banners and laboratory facilities using state-of-the-art technologies.