Underwriters Exercise In Full Over-Allotment Option
TORONTO, ONTARIO--(Marketwired - Aug. 18, 2014) -
NOT FOR RELEASE IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES
EnerCare Inc. (TSX:ECI) ("EnerCare"), one of Canada's leading providers of energy conservation products and services, announced today that it has completed its previously announced public offering (the "Offering") of subscription receipts (the "Subscription Receipts"). The Offering, which raised gross proceeds of $333,261,825, was underwritten by a syndicate of underwriters co-led by National Bank Financial Inc. and TD Securities Inc. and included Scotia Capital Inc., RBC Dominion Securities Inc., CIBC World Markets Inc., Desjardins Securities Inc., Canaccord Genuity Corp. and Jacob Securities Inc. A total of 25,635,525 Subscription Receipts were sold at a price of $13.00 per Subscription Receipt (which included 1,788,525 Subscription Receipts sold as a result of the exercise in full of the over-allotment option by the underwriters).
Once the net proceeds from the Offering are released from escrow by the subscription receipt agent, such proceeds will be used by EnerCare to finance, in part, its acquisition (the "Acquisition") of the Ontario home and small commercial services business of Direct Energy Marketing Limited ("DE") pursuant to an asset purchase agreement dated as of July 24, 2014 between EnerCare Acquisition Limited Partnership, EnerCare and DE (the "Asset Purchase Agreement"), as well as EnerCare's expenses of the Acquisition and the Offering.
Each Subscription Receipt represents the right of the holder to receive, upon the satisfaction or waiver of the closing conditions contained in the Asset Purchase Agreement, without payment of additional consideration, one common share of EnerCare (a "Common Share") plus an amount per Common Share equal to the amount per Common Share of any dividends for which record dates have occurred during the period from the closing date of the Offering to the date immediately preceding the closing date of the Acquisition, less any withholding taxes, if any.
The Subscription Receipts will commence trading today on the Toronto Stock Exchange under the symbol "ECI.R".
The Acquisition is expected to close on or about October 1, 2014 and is subject to customary closing conditions, including Competition Act and Toronto Stock Exchange approval and third party consents. The Acquisition is not subject to due diligence or a financing condition.
The securities have not been and will not be registered under the United States Securities Act of 1933, as amended, or under any state securities laws, and may not be offered, sold, directly or indirectly, or delivered within the United States of America and its territories and possessions or to, or for the account or benefit of, United States persons except in certain transactions exempt from the registration requirements of such Act. This release does not constitute an offer to sell or a solicitation to buy such securities in the United States, Canada or in any other jurisdiction where such offer is unlawful.
Cautionary Note Regarding Forward-Looking Statements
This news release contains forward-looking information within the meaning of applicable Canadian securities laws ("forward-looking statements"). Statements other than statements of historical fact contained in this news release may be forward-looking statements , including, without limitation, management's expectations, intentions and beliefs concerning anticipated future events, results, circumstances, economic performance or expectations with respect to EnerCare, including EnerCare's business operations, business strategy and financial condition. Forward-looking statements may include words such as "anticipates", "believes", "budgets", "could", "estimates", "expects", "goal", "intends", "may", "outlook", "plans", "strive", "target" and "will", although not all forward-looking information contains these words. These forward-looking statements are subject to change as a result of new information, future events or other circumstances in which case they will only be updated by EnerCare where required by law.
About EnerCare Inc.
EnerCare owns a portfolio of approximately 1.1 million installed water heaters and other assets, rented primarily to residential customers in Ontario. EnerCare also owns EnerCare Connections Inc., a leading sub-metering company, with metering contracts for condominium and apartment suites in Ontario, Alberta and elsewhere in Canada.