Fortis Inc. Provides Standby Commitment to Caribbean Utilities Company, Ltd.
23 September 2024 - 8:00PM
Fortis Inc. ("Fortis" or the "Corporation") (TSX/NYSE: FTS)
announced today that its wholly owned subsidiary Fortis Energy
Caribbean Inc. ("FECI") has agreed to provide a standby commitment
(the "Standby Commitment") for a rights offering
(the "Rights Offering") by Caribbean Utilities Company,
Ltd. ("CUC") (TSX: CUP.U). Pursuant to the Rights Offering,
CUC will issue up to an aggregate of 3,822,298 or 10% of its
currently issued and outstanding Class A Ordinary Shares (the
"CUC Shares"). FECI will exercise the rights issued to it in the
Rights Offering and will acquire a minimum of 2,220,422 CUC Shares
at a price of US$13.41 per CUC Share for aggregate consideration of
US$29,775,859.02.
Subject to certain customary terms and
conditions, FECI may acquire up to 1,601,876 additional CUC Shares
at the same price pursuant to the Standby Commitment. If there are
no other subscribers in the Rights Offering, FECI will acquire a
total of 3,822,298 CUC Shares through the Rights Offering and
Standby Commitment for aggregate consideration of US$51,257,016.18.
Based on the average daily rate of exchange quoted by the Bank of
Canada on September 19, 2024, the consideration in Canadian dollars
is C$18.19 per CUC Share or aggregate consideration of
C$69,527,600.62 should there be no other subscribers in the Rights
Offering.
Prior to the Rights Offering, Fortis indirectly
owned 22,204,229 CUC Shares representing approximately 58% of the
CUC Shares. On closing of the Rights Offering, which is expected to
occur on or about November 4, 2024, Fortis will beneficially own
approximately 58% of the CUC Shares if the Rights Offering is fully
subscribed or approximately 62% of the CUC Shares if there are no
other subscribers in the Rights Offering.
The purpose of the Rights Offering is to provide
CUC with capital to be used to finance alternative energy projects,
ongoing additions and upgrades to its generation, transmission and
distribution systems and for general corporate purposes.
Fortis will review its holdings in CUC Shares
from time to time and may acquire additional securities or dispose
of securities of CUC, in either case, in the open market, by
private agreement or otherwise, depending on numerous factors,
including without limitation, the availability of securities of
CUC, economic conditions, market conditions and other business and
investment opportunities available to Fortis.
An early warning report will be filed by Fortis
in accordance with applicable securities laws. To obtain a copy of
the early warning report, please contact Ms. Karen McCarthy, Vice
President, Communications & Government Relations at
media@fortisinc.com.
About Fortis
Fortis is a well-diversified leader in the North
American regulated electric and gas utility industry with 2023
revenue of $12 billion and total assets of $69 billion as at June
30, 2024. The Corporation’s 9,600 employees serve utility customers
in five Canadian provinces, ten U.S. states and three Caribbean
countries. Fortis’ shares are listed on the Toronto Stock Exchange
and trade under the symbol FTS. Additional information can be
accessed at www.fortisinc.com, www.sedarplus.ca or www.sec.gov.
Fortis’ head office is located at Fortis Place,
Suite 1100, 5 Springdale Street, St. John’s, Newfoundland and
Labrador A1B 3T2.
CUC’s head office is located at 457 North Sound
Road, Grand Cayman KY1-1101, Cayman Islands.
Forward-Looking Information
Fortis includes forward-looking information in
this media release within the meaning of applicable Canadian
securities laws and forward-looking statements within the meaning
of the U.S. Private Securities Litigation Reform Act of 1995
(collectively referred to as “forward-looking information”).
Forward-looking information reflects expectations of Fortis
management regarding future growth, results of operations,
performance and business prospects and opportunities and may not be
appropriate for other purposes. All forward-looking information is
given pursuant to the “safe harbour” provisions of applicable
Canadian securities legislation. Wherever possible, words such as
“anticipates”, “believes”, “budgets”, “could”, “estimates”,
“expects”, “forecasts”, “intends”, “may”, “might”, “plans”,
“projects”, “schedules”, “should”, “target”, “will”, “would”, and
the negative of these terms, and other similar terminology or
expressions are often intended to identify forward-looking
information, although not all forward-looking information contains
these identifying words. The forward-looking information reflects
management’s current beliefs and is based on information currently
available to the Corporation’s management and includes statements
relating to the expectation that FECI will acquire CUC Shares as a
result of the Rights Offering and Standby Commitment. Although
Fortis believes that the forward-looking statements are based on
information and assumptions which are current, reasonable and
complete, these statements are necessarily subject to a variety of
risks and uncertainties. For additional information on risk factors
that have the potential to affect the Corporation, reference should
be made to the continuous disclosure materials filed from time to
time by the Corporation with Canadian securities regulatory
authorities and the Securities and Exchange Commission. All
forward-looking information included in this media release is given
as of the date of this media release and Fortis disclaims any
intention or obligation to update or revise any forward-looking
information, whether as a result of new information, future events
or otherwise.
A .pdf version of this press release is available
at: http://ml.globenewswire.com/Resource/Download/b8a555e1-5288-4201-854a-5b31f7929548
Additional Information |
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For more information, please contact: |
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Investor Enquiries: |
Media Enquiries: |
Ms. Stephanie Amaimo |
Ms. Karen McCarthy |
Vice President, Investor Relations |
Vice President, Communications & Government Relations |
Fortis Inc. |
Fortis Inc. |
248.946.3572 |
709.737.5323 |
investorrelations@fortisinc.com |
media@fortisinc.com |
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