/NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
Caribbean Utilities Company, Ltd. is listed for trading in
United States dollars on the
Toronto Stock Exchange under the trading symbol "CUP.U".
GRAND CAYMAN, Cayman Islands, Oct.
29, 2020 /CNW/ - Caribbean Utilities Company, Ltd.
(TSX: CUP.U) ("CUC" or "the Company") is pleased to announce the
successful completion of its previously announced rights offering
(the "Offering"), which expired at 4:00
p.m. (Toronto time) on
October 26, 2020. Following
completion of the Offering, the Company has 36,952,986 Class A
Ordinary shares (the "Class A Ordinary Shares") of the Company
issued and outstanding.
Upon closing of the Offering, the Company issued 3,359,362 Class
A Ordinary Shares at a price of US$14.24 per Class A Ordinary Share for aggregate
gross proceeds of US$47,837,314.88.
Pursuant to the terms of the Offering, each eligible holder of
Class A Ordinary Shares (each, a "Shareholder") was entitled to
subscribe for 0.10 of a Class A Ordinary Share for every right held
by such Shareholder.
The Company intends to use the net proceeds of the Offering to
refinance existing debt and for general corporate purposes.
Pursuant to the Offering, the Company issued 2,402,135 Class A
Ordinary Shares under the basic subscription privilege, of which,
to the knowledge of the Company after reasonable inquiry, 1,953,330
Class A Ordinary Shares were issued to insiders (including
1,946,032 Class A Ordinary Shares issued to Fortis Energy
(Bermuda) Ltd., a wholly-owned
subsidiary of Fortis Inc. (the "Stand-By Purchaser"), the
Company's controlling Shareholder). Pursuant to the Offering, the
Company also issued 159,356 Class A Ordinary Shares under the
additional subscription privilege, of which, to the knowledge of
the Company after reasonable inquiry, 4,482 Class A Ordinary Shares
were issued to insiders (none of which were issued to the Stand-By
Purchaser). The remaining 797,871 Class A Ordinary Shares were
issued by the Company to the Stand-By Purchaser pursuant
to the terms of the stand-by purchase agreement dated
August 24, 2020 entered into between
the Company and the Stand-By Purchaser (the "Stand-By
Commitment").
Following completion of the Offering FEBL owns 60% of the issued
and outstanding Class A Ordinary Shares on a non-diluted basis. No
fee was payable by the Company to FEBL in respect of the Stand-By
Commitment. The Company agreed to pay the reasonable fees and
out-of-pocket expenses of FEBL in connection with the negotiation
and execution of the Stand-By Agreement. A copy of the early
warning report filed by the Stand-By Purchaser on August 24, 2020 is available on the Company's
profile at www.sedar.com.
About CUC
CUC provides electricity to Grand
Cayman, Cayman Islands,
under an 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.
Cautionary Statement Regarding Forward-Looking
Statements
This news release contains forward-looking statements within
the meaning of applicable securities laws. Forward-looking
statements include statements that are predictive in nature, depend
upon future events or conditions, or include words such as
"expects", "anticipates", "plans", "believes", "estimates",
"intends", "targets", "projects", "forecasts", "schedules", or
negative versions thereof and other similar expressions, or future
or conditional verbs such as "may", "will", "should", "would" and
"could". The forward-looking statements contained in this news
release include, but are not limited to, the intended use of
proceeds of the Offering. 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.