CARIBBEAN UTILITIES COMPANY,
LTD. CLASS A ORDINARY SHARES ARE LISTED FOR TRADING IN UNITED STATES FUNDS ON THE TORONTO STOCK
EXCHANGE.
/NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
GRAND CAYMAN, Cayman Islands, March
16, 2015 /CNW/ - Caribbean Utilities Company, Ltd.
(TSX: CUP.U) ("CUC" or "the Company") announced today that it is
commencing a rights offering (the "Offering"). Pursuant to the
Offering, the Company will be issuing rights ("Rights") to eligible
holders of record ("Shareholders") of outstanding Class A Ordinary
Shares of the Company ("Class A Ordinary Shares") at the close of
business on March 27, 2015 (the
"Record Date") to subscribe for additional Class A Ordinary Shares
on the terms set forth in a rights offering circular (the
"Circular") to be mailed by the Company to Shareholders. Each
Shareholder will receive one Right for each Class A Ordinary Share
held on the Record Date. Each ten (10) Rights entitle the holder to
acquire one Class A Ordinary Share of the Company upon payment of
the subscription price of US$10.77 per share prior to the expiration
of the Rights at 4:00 pm
(Toronto time) on April 30, 2015 (the "Expiration Date") and
satisfaction of the other requirements for exercise of the Rights
set forth in the Circular. Shareholders who exercise all of their
Rights will also be entitled to acquire additional Class A Ordinary
Shares, if any, which are not subscribed for by other holders of
Rights pursuant to an additional subscription privilege, the terms
of which are described in the Circular.
In October 2014, CUC won a
generation bid conducted by the Cayman Islands Electricity
Regulatory Authority and was awarded the right to build an
additional 39.7 megaWatts ("MW") of generation capacity (the
"Generation Expansion Project"). The approximate cost of the
Generation Expansion Project is US$85
million. In November 2014, CUC
closed on a US$50 million private
placement to provide initial funding for the Generation Expansion
Project. Gross proceeds of the Offering will be approximately
US$31 million. The Company intends to
use the proceeds of the Offering (after payment of the expenses of
the Offering) to finance the remaining portion of the development
of its new 39.7 MW diesel power plant and other on-going capital
expenditures.
The Circular will be available at the Canadian Securities
Administrators' SEDAR website at www.sedar.com. It is expected that
the Circular and certificates representing the Rights will be
mailed to registered Eligible Shareholders, as that term is defined
in the Circular, on or about April 7,
2015. Shareholders that hold their Class A Ordinary Shares
indirectly, including through a broker, CDS Clearing and Depository
Services Inc. ("CDS") or a participant in the CDS system should
contact the broker, CDS or the CDS participant to determine how
Rights may be exercised.
Fortis Energy (Bermuda) Ltd.
("FEBL"), which is the Company's largest shareholder, has entered
into a stand-by agreement with the Company pursuant to which FEBL
has agreed to purchase all Class A Ordinary Shares issuable on the
exercise of Rights which are not acquired by other holders of
Rights or pursuant to the additional subscription privilege. FEBL
is a wholly-owned subsidiary of Fortis Inc. of St. John's, Newfoundland and Labrador, Canada.
Except as set forth in the Circular, the Rights and underlying
Class A Ordinary Shares are not being offered to, and the Rights
may not be exercised by, persons who are residents of any
jurisdiction other than the Cayman
Islands, the Provinces of Canada and the
United States (provided such U.S. person certifies that he
or she is an "Approved U.S. Accredited Investor", as defined in the
Circular). For further details, please refer to the section in the
Circular entitled "Ineligible Shareholders".
CUC President and Chief Executive Officer, Richard Hew stated, "The completion of this
offering of Class A Ordinary Shares will strengthen our balance
sheet and support capital expenditures necessary to meet continued
growth in demand for electricity in Grand
Cayman. In particular, it will assist in the financing of
the development of a new 39.7 MW diesel power plant, following from
the announcement by the Electricity Regulatory Authority on
October 3, 2014 that CUC was selected
to provide this additional generation capacity subsequent to an
open and competitive bid process." Mr. Hew also noted that the
offering of rights to raise equity ensured that existing
shareholders had an equal opportunity to participate in acquiring
additional shares.
The Rights will be listed on the TSX under the trading symbol
"CUP.RT.U" and will be posted for trading on the TSX until 12:00
noon (Toronto Time) on the Expiration Date. The TSX has approved
the listing of the Class A Ordinary Shares issuable upon the
exercise of the Rights subject to the Company fulfilling all of the
requirements of the TSX.
The Rights and underlying Class A Ordinary Shares have not been
and will not be registered under the United States Securities
Act of 1933, as amended. This press release does not constitute
an offer of these securities to any person within the United States of America, except persons
who certify to the Company that they are Accredited Investors as
described in the Circular, and subscriptions will not be accepted
from any other person within the United
States of America.
CUC provides electricity to Grand
Cayman, Cayman Islands,
under a non-exclusive Electricity Generation Licence expiring in
2039 and an exclusive Electricity Transmission and Distribution
Licence expiring in 2028. Further information is available at
www.cuc-cayman.com.
Caribbean Utilities Company, Ltd. ("CUC" or "the Company"),
on occasion, includes forward-looking statements in its media
releases, Canadian securities regulatory authorities filings,
shareholder reports and other communications. Forward-looking
statements include statements that are predictive in nature, depend
upon future events or conditions, or include words such as
"expects", "anticipates", "plan", "believes", "estimates",
"intends", "targets", "projects", "forecasts", "schedule", or
negative versions thereof and other similar expressions, or future
or conditional verbs such as "may", "will", "should", "would" and
"could". Forward-looking statements are based on underlying
assumptions and management's beliefs, estimates and opinions, and
are subject to certain risks and uncertainties surrounding future
expectations generally that may cause actual results to vary from
plans, targets and estimates. Such risks and uncertainties include
but are not limited to operational, general economic, market and
business conditions, regulatory developments and weather
conditions. CUC cautions readers that actual results may vary
significantly from those expected should certain risks or
uncertainties materialize or should underlying assumptions prove
incorrect. Forward-looking statements are provided for the purpose
of providing information about management's current expectations
and plans relating to the future. Readers are cautioned that such
information may not be appropriate for other purposes. The Company
disclaims any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise except as required by law.
SOURCE Caribbean Utilities Company, Ltd.