pcNewsWire – Crius Energy Trust (TSX: KWH.UN) has completed its previously announced public offering of 11,224,500 subscription receipts at a price of C$9.80 per subscription receipt for gross proceeds of $110,000,100.
The offering was undertaken by a syndicate of underwriters co-led by Desjardins Securities Inc., RBC Capital Markets and National Bank Financial Inc., and including Canaccord Genuity Corp., Scotia Capital Inc., CIBC World Markets Inc., Cormark Securities Inc. and Raymond James Ltd.
CRIUS ENERGY TRUST ANNOUNCES CLOSING OF “BOUGHT DEAL” PUBLIC OFFERING OF SUBSCRIPTION RECEIPTS
NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES
Toronto, Ontario – June 20, 2017 – Crius Energy Trust (“Crius” or the “Trust”) (TSX: KWH.UN) is pleased to announce that it has completed its previously announced public offering of 11,224,500 subscription receipts of the Trust (“Subscription Receipts”) at a price of C$9.80 per Subscription Receipt (the “Offering Price”) for aggregate gross proceeds of C$110,000,100 (the “Offering”). Each Subscription Receipt will entitle the holder thereof to receive, without payment of additional consideration or further action on the part of such holder, one unit of the Trust immediately prior to the closing of the acquisition by the Trust of U.S. Gas & Electric, Inc., provided that a termination event has not occurred.
The Trust has also granted the Underwriters (as defined herein) an option (the “Over-Allotment Option”) to purchase up to an additional 1,683,675 Subscription Receipts (the “Additional Subscription Receipts”) at the Offering Price per Additional Subscription Receipt. The Over-Allotment Option is exercisable from time to time, in whole or in part, for a period of 30 days commencing on the closing date of the Offering, provided that a termination event has not occurred. If the Over-Allotment Option is exercised in whole or in part following the closing of the acquisition by the Trust of U.S. Gas & Electric, Inc., then the option will entitle the Underwriters to purchase, in lieu of Additional Subscription Receipts, an equal number of units of the Trust (the “Additional Units”) at the Offering Price per Additional Unit.
The Offering was undertaken by a syndicate of underwriters co-led by Desjardins Securities Inc., RBC Capital Markets and National Bank Financial Inc. (collectively, the “Co-Lead Underwriters”), and including Canaccord Genuity Corp., Scotia Capital Inc., CIBC World Markets Inc., Cormark Securities Inc. and Raymond James Ltd. (collectively, with the Co-Lead Underwriters, the “Underwriters”).
The Subscription Receipts were issued pursuant to a final short form prospectus dated June 13, 2017, filed by the Trust in each of the provinces of Canada other than Québec.
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”) have been deposited with Computershare Trust Company of Canada, as escrow agent (the “Escrow Agent”) to be 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 20, 2017 (the “Subscription Receipt Agreement”) among the Trust, the Escrow Agent and the Co-Lead Underwriters (on behalf of the Underwriters), until the earlier of (i) the satisfaction (or waiver) of the escrow release conditions, relating to the closing of the acquisition by the Trust of U.S. Gas & Electric, Inc., or (ii) the occurrence of a termination event, each as more particularly described in the Subscription Receipt Agreement.
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
Crius provides investors with a distribution-producing investment through its indirect 100% ownership interest in Crius Energy, LLC (the “Company”). With over one million 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 16 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 precludes 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.