TORONTO, ONTARIO--(Marketwired - June 22, 2016) -
NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES
Crius Energy Trust ("Crius" or the "Trust") (TSX:KWH.UN) is pleased to announce that the 8,581,300 subscription receipts of the Trust ("Subscription Receipts") issued pursuant to its previously announced public offering have been converted, on a one-for-one basis, into 8,581,300 units of the Trust ("Units") following the satisfaction of the escrow release conditions relating to the closing of the Tender Offer (as defined herein) (the "Escrow Release Conditions").
Trading in the Subscription Receipts will be halted on the Toronto Stock Exchange effective prior to the opening of trading on June 23, 2016 and will remain halted until close of business on June 23, 2016, at which time the Subscription Receipts are expected to be delisted from the Toronto Stock Exchange.
Background to Offering
On June 7, 2016, the Trust announced the closing of its offering of 8,581,300 Subscription Receipts at a price of C$8.45 per Subscription Receipt, which included 1,119,300 Subscription Receipts issued pursuant to the exercise in full of the over-allotment option by the Underwriters (as defined herein), for total gross proceeds of approximately C$72.5 million (the "Offering"). Each Subscription Receipt entitled the holder thereof to receive, without payment of additional consideration or further action on the part of such holder, one Unit upon the satisfaction (or waiver) of the Escrow Release Conditions.
The Offering was completed by a syndicate of underwriters co-led by Desjardins Capital Markets, Scotia Capital Inc. and RBC Capital Markets (collectively, the "Co-Lead Underwriters"), and including Cormark Securities Inc., Canaccord Genuity Corp. and Mackie Research Capital Corp. (collectively, with the Co-Lead Underwriters, the "Underwriters"). Upon closing of the Offering, the gross proceeds from the Offering, less an amount equal to (i) 50% of the commission of the Underwriters, and (ii) the costs and expenses of the Underwriters payable by the Trust (collectively, the "Escrowed Funds") were deposited with Computershare Trust Company of Canada, as escrow agent (the "Escrow Agent") and invested in one or more interest-bearing trust accounts maintained by the Escrow Agent pursuant to the terms of the subscription receipt agreement dated June 7, 2016 (the "Subscription Receipt Agreement") among the Trust, the Escrow Agent and the Co-Lead Underwriters (on behalf of the Underwriters).
Following the satisfaction of the Escrow Release Conditions, the Escrowed Funds were released from escrow to, among other things, enable the Trust to fund, directly or indirectly, the aggregate cash portion of the purchase price payable in connection with the Tender Offer and to pay the remaining 50% of the commission of the Underwriters.
Background to Tender Offer
On May 18, 2016, the Trust and Crius Energy Corporation, an indirect wholly-owned subsidiary of the Trust, initiated a tender offer, as amended on June 9, 2016 (the "Tender Offer"), to purchase all of the membership units ("LLC Units") of Crius Energy, LLC (the "Company") not already owned, directly or indirectly, by the Trust (the "Remaining LLC Acquisition"). As of the date hereof, all 19,458,942 LLC Units subject to the Tender Offer have been tendered by the holders thereof. The Trust is expected to acquire, directly or indirectly, the 19,458,942 LLC Units for aggregate consideration comprised of 14,760,000 Units and approximately C$58.2 million in cash.
The Remaining LLC Acquisition is expected to close on June 23, 2016, following which the Trust is expected to hold, directly or indirectly, a 100% ownership interest in the Company.
Further information relating to the Trust, the Remaining LLC Acquisition, the Offering and the Tender Offer is set forth in the final short form prospectus of the Trust dated June 1, 2016, which may be obtained on SEDAR under the Trust's issuer profile at www.sedar.com.
In connection with the Remaining LLC Acquisition, the trust indenture establishing the Trust made as of September 7, 2012 between Crius Energy Administrator Inc., as the settler, and Computershare Trust Company of Canada, as the trustee, was amended as of June 20, 2016 to permit the Trust to make such United States tax elections or designations as it may consider necessary or desirable from time to time. The amended trust indenture may be obtained on SEDAR under the Trust's issuer profile at www.sedar.com.
This news release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the Unites States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.
About Crius Energy Trust
The Trust was established to provide investors with a distribution-producing investment through its ownership interest in the Company. With over 900,000 residential customer equivalents, the Company is a comprehensive energy solutions partner that provides electricity, natural gas and solar products to residential and commercial customers. The Company connects with energy customers through an innovative family-of-brands strategy and multi-channel marketing approach. This unique combination creates multiple access points to a broad suite of energy products and services that make it easier for consumers to make informed decisions about their energy needs. The Company currently sells energy products in 17 states and the District of Columbia with plans to continue expanding its geographic reach.
The Trust intends to continue to qualify as a "mutual fund trust" under the Income Tax Act (Canada) (the "Tax Act"). The Trust will not be a "SIFT trust" (as defined in the Tax Act), provided that the Trust complies at all times with its investment restriction which preclude the Trust from holding any "non-portfolio property" (as defined in the Tax Act). Material information pertaining to the Crius may be found on SEDAR under the Trust's issuer profile at www.sedar.com or on the Trust's website at www.criusenergytrust.ca.
Cautionary Statement Regarding Forward-Looking Information
This news release contains forward-looking statements and forward-looking information (collectively, "Forward-Looking Statements") that involve substantial known and unknown risks and uncertainties, most of which are beyond the control of Crius, including, without limitation, those risks described in the annual information form of the Trust for the fiscal year ended December 31, 2015, dated March 15, 2016 (under the heading "Risk Factors"), in the MD&A of the Trust for the three month period ended March 31, 2016 and in the final short form prospectus of the Trust dated June 1, 2016. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through the use of words of phrases such as "will likely result", "are expected to", "expects", "will continue", "is anticipated", "anticipates", "believes", "estimated", "intends", "plans", "forecast", "projection" and "outlook") are not historical facts and may be Forward-Looking Statements which involve estimates, assumptions and uncertainties which could cause actual results or outcomes to differ materially from those expressed in such Forward-Looking Statements. Forward-Looking Statements in this news release include, but are not limited to, the anticipated timing and ability of the Trust to complete the Remaining LLC Acquisition, if at all; the expected use of the Escrowed Funds; and the Trust's objectives and status as a "mutual fund trust" and not a "SIFT trust". These Forward-Looking Statements are based on reasonable assumptions and estimates of management of the Trust at the time such statements were made. Actual future results may differ materially as Forward-Looking Statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Trust to materially differ from any future results, performance or achievements expressed or implied by such Forward-Looking Statements. Crius cautions investors of the Trust's securities about important factors that could cause Crius' actual results to differ materially from those projected in any Forward-Looking Statements included in this news release. No assurance can be given that the expectations set out in this news release will prove to be correct and accordingly, prospective investors should not place undue reliance on these Forward-Looking Statements. These statements speak only as of the date of this news release and Crius does not assume any obligation to update or revise them to reflect new events or circumstances, except as required by law.
Neither the Toronto Stock Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Toronto Stock Exchange) accepts responsibility for the adequacy or accuracy of this release.
