TORONTO, ONTARIO–(Marketwired – June 20, 2017) –
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 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.
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, 2016, dated March 16, 2017 (under the heading “Risk Factors”) and in the MD&A of the Trust for the three month period ended March 31, 2017. 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 ability of the Trust to complete the acquisition of U.S. Gas & Electric, Inc., if at all; the anticipated benefits of the acquisition by the Trust of U.S. Gas & Electric, Inc., if any; the anticipated use of proceeds of the Offering; timing and receipt of required approvals for the Offering; 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.
Chief Executive Officer
(203) 663-7545
mfallquist@criusenergy.com
Roop Bhullar
Chief Financial Officer
(203) 883-9900
rbhullar@criusenergy.com
Kelly Castledine
Investor Relations
(416) 644-1753
kcastledine@criusenergy.com