As filed with the Securities and Exchange Commission on November
26, 2018
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-10
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Westport Fuel Systems Inc.
(Exact name of Registrant as specified in its charter)
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Alberta
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3537
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Not Applicable
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(Province or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number (if applicable))
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(I.R.S. Employer
Identification Number (if applicable)
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1750 West 75th Avenue, Suite 101
Vancouver, British Columbia, Canada V6P 6G2
(604) 718-2000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
C T Corporation System
111 Eighth Avenue
New York, NY 10011
USA
(212) 590-9070
(Name, address (including zip code) and telephone number (including
area code) of agent for service in the United States)
Copies of all communications, including communications sent
to agent for service, should be sent to:
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Steven B. Stokdyk, Esq.
Lewis W. Kneib, Esq.
Latham & Watkins LLP
355 South Grand Avenue, Suite 100
Los Angeles, CA 90071
USA
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Bruce Hibbard
Bennett Jones LLP
4500 Bankers Hall East
855 2nd Street SW
Calgary, AB T2P 4K7
Canada
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Approximate date of commencement of proposed sale to the public
From time to time after the effectiveness of this Registration
Statement.
Province of British Columbia, Canada
(Principal jurisdiction regulating this offering (if applicable))
It is proposed that this filing shall become effective (check appropriate
box):
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A.
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upon filing with the Commission, pursuant to Rule 467(a) (if in connection with an offering being made contemporaneously in the United States and Canada)
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B.
x
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at some future date (check the appropriate box below)
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1.
¨
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pursuant to Rule 467(b) on (date) at (time) (designate a time not sooner than 7 calendar days after filing).
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2.
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pursuant to Rule 467(b) on (date) at (time) (designate a time 7 calendar days or sooner after filing) because the securities regulatory authority in the review jurisdiction has issued a receipt or notification of clearance on (date).
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3.
¨
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pursuant to Rule 467(b) as soon as practicable after notification of the Commission by the Registrant or the Canadian securities regulatory authority of the review jurisdiction that a receipt or notification of clearance has been issued with respect hereto.
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4.
x
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after the filing of the next amendment to this Form (if preliminary material is being filed).
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If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to the home jurisdiction's shelf prospectus offering procedures, check the following
box.
x
CALCULATION OF REGISTRATION FEE
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Title of Each Class of
Securities to be Registered
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Proposed
Maximum
Aggregate
Offering Price(1)
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Amount of
Registration Fee(2)
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Common Shares, Preferred Shares, Subscription Receipts, Warrants, Debt Securities, Rights and Units(3)
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U.S.$250,000,000
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U.S.$30,300
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(1)
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Rule 457(o) permits the registration fee to be calculated on the basis of the maximum offering price of all of the securities listed and, therefore, the table does not specify by each class information as to the amount to be registered or the proposed maximum offer price per security. The proposed maximum initial offering price per security will be determined, from time to time, by the Registrant. In no event will the aggregate initial offering price of all securities issued from time to time pursuant to this registration statement exceed U.S.$250,000,000.
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(2)
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Where all or a portion of the securities offered under a registration statement remain unsold after the
offering's completion or termination, or withdrawal of the registration statement, Rule 457(p) permits the aggregate total dollar
amount of the filing fee associated with those unsold securities to be offset against the total filing fee due for a subsequent
registration statement or registration statements. U.S.$533,221,534 of securities remain unsold from the Registration Statement
on Form F-10 (File No.: 333-205869) initially filed on July 24, 2015 by the Registrant (formerly Westport Innovations Inc.)
U.S.$30,300 of such filing fee will be used to offset the filing fee for this registration statement.
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(3)
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Subject to footnote (1), there are being registered hereunder an indeterminate number of common shares, preferred shares, subscription receipts, warrants to purchase common shares, senior or subordinated unsecured debt securities, rights, and/or units comprised of one or more of the other securities described in the registration statement in any combination as may be sold from time to time by the Registrant. There are also being registered hereunder an indeterminate number of common shares as may be issuable upon exercise of warrants.
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The Registrant hereby amends this registration statement on such
date or dates as may be necessary to delay its effective date until the registration statement shall become effective as provided
in Rule 467 under the Securities Act of 1933 or on such date as the Commission, acting pursuant to Section 8(a) of the Act,
may determine.
PART I
INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS
Information contained herein is subject to completion
or amendment. A registration statement relating to these securities has been filed with the United States Securities and Exchange
Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any
sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state.
No securities regulatory authority has expressed
an opinion about these securities and it is an offence to claim otherwise.
A copy of this preliminary short form base shelf
prospectus has been filed with the securities regulatory authority in each of the provinces of British Columbia, Alberta, Saskatchewan,
Manitoba, Ontario, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador but has not yet become final
for the purpose of the sale of securities. Information contained in this preliminary short form base shelf prospectus may not be
complete and may have to be amended. The securities may not be sold until a receipt for the short form base shelf prospectus is
obtained from the securities regulatory authority.
This short form base shelf prospectus has been filed
under legislation in each of the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia,
Prince Edward Island and Newfoundland and Labrador that permits certain information about these securities to be determined after
this short form base shelf prospectus has become final and that permits the omission from this short form base shelf prospectus
of that information. The legislation requires the delivery to purchasers of a prospectus supplement containing the omitted information
within a specified period of time after agreeing to purchase any of these securities.
This short form base shelf prospectus constitutes a public
offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons
permitted to sell such securities.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SEC NOR HAS THE SEC PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
Information has been incorporated by reference in this short
form base shelf prospectus from documents filed with securities commissions or similar authorities in Canada.
Copies
of the documents incorporated herein by reference may be obtained on request without charge from the Senior Manager, Investor Relations
and Communications of Westport Fuel Systems Inc. ("
Westport Fuel Systems
", "
we
", "
us
"
or "
our
") at
101 – 1750 West 75th Avenue, Vancouver, British Columbia V6P 6G2, telephone (604)718-2046 and are also available electronically
at www.sedar.com. See "Documents Incorporated by Reference".
PRELIMINARY SHORT FORM
BASE SHELF PROSPECTUS
New Issue and Secondary Offering
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November 26, 2018
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WESTPORT FUEL SYSTEMS INC.
U.S.$250,000,000
Common Shares
Preferred Shares
Subscription Receipts
Warrants
Debt Securities
Rights
Units
This short form base shelf prospectus (the "
Prospectus
")
relates to the offering for sale from time to time, during the 25-month period that this Prospectus, including any amendments,
remains valid, of up to U.S.$250,000,000 (or the equivalent in other currencies or currency units based on the applicable exchange
rate at the time of the offering) aggregate initial offering price of our common shares ("
Common Shares
"), preferred
shares ("
Preferred Shares
"), subscription receipts ("
Subscription Receipts
"), warrants to purchase
Common Shares ("
Warrants
"), senior or subordinated debt securities ("
Debt Securities
"), rights
exercisable to acquire, or convertible into, Common Shares and/or other securities ("
Rights
"), and/or units comprised
of one or more of the other securities described in this Prospectus in any combination, ("
Units
" and, together
with the Common Shares, Preferred Shares, Subscription Receipts, Debt Securities, Warrants and Rights, the "
Securities
").
The Securities may be offered by us or by our securityholders. We, or our securityholders, may offer Securities in such amount
and, in the case of the Preferred Shares, Subscription Receipts, Debt Securities, Warrants, Rights and Units, with such terms as
we, or our securityholders, may determine in light of market conditions. We, or our securityholders, may sell the Preferred Shares,
Subscription Receipts, Debt Securities, Rights and Warrants in one or more series.
There are certain risk factors that should
be carefully reviewed by prospective purchasers. See "
Risk Factors
".
All shelf information permitted under applicable
laws to be omitted from this Prospectus will be contained in one or more supplements to this Prospectus (each, a "
Prospectus
Supplement
") that will be delivered to purchasers together with this Prospectus. Each Prospectus Supplement will be incorporated
by reference into this Prospectus for the purposes of securities legislation as of the date of the Prospectus Supplement and only
for the purposes of the distribution of the Securities to which the Prospectus Supplement pertains.
The specific variable terms of any offering
of Securities will be set forth in a Prospectus Supplement, including where applicable: (i) in the case of the Common Shares, the
number of Common Shares offered, the currency (which may be Canadian dollars or any other currency), the issue price and any other
specific terms; (ii) in the case of Preferred Shares, the number of Preferred Shares being offered, the designation of the series,
the offering price, dividend rate, if any, and any other specific terms; (iii) in the case of Subscription Receipts, the number
of Subscription Receipts offered, the currency (which may be Canadian dollars or any other currency), the issue price, the terms
and procedures for the exchange of the Subscription Receipts and any other specific terms; (iv) in the case of Warrants, the designation,
the number of Warrants offered, the currency (which may be Canadian dollars or any other currency), number of the Common Shares
that may be acquired upon exercise of the Warrants, the exercise price, dates and periods of exercise, adjustment procedures and
any other specific terms; (v) in the case of Debt Securities, the designation, aggregate principal amount and authorized denominations
of the Debt Securities, any limit on the aggregate principal amount of the Debt Securities, the currency (which may be Canadian
dollars or any other currency), the issue price (at par, at a discount or at a premium), the issue and delivery date, the maturity
date (including any provisions for the extension of a maturity date), the interest rate (either fixed or floating and, if floating,
the method of determination thereof), the interest payment date(s), the provisions (if any) for subordination of the Debt Securities
to other indebtedness, any redemption or purchase provisions, any repayment provisions, any terms entitling the holder to exchange
or convert the Debt Securities into other securities, any defeasance provisions, security (if any) applicable to such Debt Securities
and any other specific terms; (vi) in the case of Rights, the designation, number and terms of the Common Shares, Warrants, Debt
Securities or convertible securities purchasable upon exercise of the Rights, any procedures that will result in the adjustment
of these numbers, the date of determining the shareholders entitled to the Rights distribution, the exercise price, the dates and
periods of exercise and any other terms specific to the Rights being offered; and (vii) in the case of Units, the designation,
the number of Units offered, the offering price, the currency (which may be Canadian dollars or any other currency), terms of the
Units and of the securities comprising the Units and any other specific terms. Where required by statute, regulation or policy,
and where Securities are offered in currencies other than Canadian dollars, appropriate disclosure of foreign exchange rates applicable
to such Securities will be included in the Prospectus Supplement describing such Securities.
You should read this Prospectus and any Prospectus
Supplement before you invest in any Securities.
We have filed with the U.S. Securities and Exchange
Commission (the "
SEC
") a registration statement on Form F-10 relating to the Securities. This Prospectus, which
constitutes a part of the registration statement, does not contain all of the information contained in the registration statement,
certain items of which are contained in the exhibits to the registration statement as permitted by the rules and regulations of
the SEC. Statements included or incorporated by reference into this Prospectus about the contents of any contract, agreement or
other documents referred to are not necessarily complete, and in each instance, you should refer to any applicable full version
or more detailed description of the contract, agreement or other document, as may be available electronically on SEDAR at www.sedar.com
or on Westport Fuel Systems' website at www.wfsinc.com, for a more complete description of the matter involved. Each such statement
is qualified in its entirety by such reference. See "
Where You Can Find Additional Information
".
This offering is made by a Canadian issuer
that is permitted, under a multijurisdictional disclosure system adopted by the United States and Canada (the "MJDS"),
to prepare this Prospectus in accordance with Canadian disclosure requirements. Prospective investors should be aware that such
requirements are different from those of the United States. The financial statements incorporated by reference into this Prospectus
have been prepared in accordance with United States generally accepted accounting principles ("U.S. GAAP") and are subject
to Canadian and U.S. auditing and auditor independence standards.
Prospective investors should be aware that
the acquisition of the Securities may have tax consequences both in the United States and in Canada. Such consequences for investors
who are resident in, or citizens of, the United States may not be described fully herein or in any applicable Prospectus Supplement
with respect to a particular offering of Securities. Prospective investors should consult their own tax advisors prior to deciding
to purchase any of the Securities. See "
Certain Income Tax Considerations
".
The enforcement by investors of civil liabilities
under United States federal securities laws may be affected adversely by the fact that we are incorporated or organized under the
laws of Alberta, Canada, that some or all of our officers and directors are residents of Canada, that some or all of the underwriters
or experts named in this Prospectus are residents of Canada, and that all or a substantial portion of our assets and the assets
of such persons are located outside the United States. See "
Enforcement of Civil Liabilities
".
THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SEC NOR HAS THE SEC PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
Our issued and outstanding Common Shares are
listed for trading on the Toronto Stock Exchange ("
TSX
") under the trading symbol "WPRT" and on the
Nasdaq Global Select Market ("
Nasdaq
") under the trading symbol "WPRT". On November 23, 2018, the last
trading day prior to the date of this Prospectus, the closing price of the Common Shares on the TSX was Cdn.$2.73 per Common Share
and the closing price of the Common Shares on Nasdaq was U.S.$2.06 per Common Share. Any offering of Securities other than Common
Shares will be a new issue of securities with no established trading market. Unless otherwise specified in the applicable Prospectus
Supplement, the Securities to be offered thereunder will not be listed on any securities exchange.
Unless otherwise specified
in the applicable Prospectus Supplement, there is no market through which the Securities other than Common Shares may be sold
and purchasers may not be able to resell such Securities purchased under this Prospectus or any applicable Prospectus Supplement.
This may affect the pricing of these Securities in the secondary market (if any), the transparency and availability of trading
prices, the liquidity of the Securities, and the extent of issuer regulation. See "
Risk Factors
".
No underwriter has been involved in the preparation
of, or has performed a review of, the contents of this Prospectus.
Our Securities may be sold pursuant to this
Prospectus to or through underwriters, dealers, placement agents or other intermediaries or directly to purchasers or through agents
at amounts and prices and other terms determined by us or any selling securityholders. In connection with any underwritten offering
of securities, the underwriters may over-allot or effect transactions that stabilize or maintain the market price of the securities
offered. Such transactions, if commenced, may be discontinued at any time. See "
Plan of Distribution
".
The Prospectus Supplement relating to a particular
offering of Securities will identify each person who may be deemed to be an underwriter, dealer or agent, as the case may be, with
respect to such offering and will set forth the terms of the offering of such Securities, including, to the extent applicable,
the amounts, if any, to be purchased by underwriters, the plan of distribution for such securities, the public offering price,
the proceeds expected to be received by us or any selling security holder, any fees, discounts or other compensation payable to
underwriters, dealers or agents, and any other material terms of the plan of distribution will be named in the related Prospectus
Supplement.
N. Gougarty, D. Hancock, A. Harris, C. Johnston,
S. Mackie and P. Yu are directors of the Corporation who reside outside of Canada. Each of these directors has appointed Bennett
Jones LLP, 4500 – 855 2nd Street S.W., Calgary, Alberta T2P 4K7, as their agent for service of process. Prospective investors
are advised that it may not be possible for investors to enforce judgements obtained in Canada against any person that resides
outside of Canada, even if the party has appointed an agent for service of process.
You should rely only on the information contained
in this Prospectus. We have not authorized anyone to provide you with information different from that contained in this Prospectus.
Our head office is located at 101 – 1750
West 75th Avenue, Vancouver, British Columbia V6P 6G2, and our registered office is located at 4500 – 855 2nd Street S.W.,
Calgary, Alberta T2P 4K7.
TABLE OF CONTENTS
Page
DEFINITIONS AND OTHER MATTERS
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SPECIAL NOTICE REGARDING FORWARD-LOOKING STATEMENTS
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DOCUMENTS INCORPORATED BY REFERENCE
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3
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WHERE YOU CAN FIND ADDITIONAL INFORMATION
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ENFORCEABILITY OF CIVIL LIABILITIES
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WESTPORT FUEL SYSTEMS INC.
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5
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OUR BUSINESS
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RECENT DEVELOPMENTS
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CONSOLIDATED CAPITALIZATION
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USE OF PROCEEDS
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PLAN OF DISTRIBUTION
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EARNINGS COVERAGE
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DESCRIPTION OF COMMON SHARES
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DESCRIPTION OF PREFERRED SHARES
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DESCRIPTION OF SUBSCRIPTION RECEIPTS
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DESCRIPTION OF WARRANTS
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DESCRIPTION OF DEBT SECURITIES
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DESCRIPTION OF RIGHTS
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DESCRIPTION OF UNITS
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PRIOR SALES
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MARKET FOR SECURITIES
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SELLING SECURITYHOLDERS
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RISK FACTORS
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CERTAIN INCOME TAX CONSIDERATIONS
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LEGAL MATTERS
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AGENT FOR SERVICE OF PROCESS
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AUDITORS
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DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT
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PURCHASERS' STATUTORY AND CONTRACTUAL RIGHTS
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CERTIFICATE OF THE CORPORATION
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C-1
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DEFINITIONS AND OTHER
MATTERS
In this Prospectus and any Prospectus Supplement,
unless otherwise indicated, references to "we", "us", "our", "Westport Fuel Systems" or
the "Corporation" are to Westport Fuel Systems Inc. All references to "dollars", "Cdn.$" or "$"
are to Canadian dollars and all references to "U.S.$" are to United States dollars. Unless otherwise indicated, all financial
information included and incorporated by reference into this Prospectus and any Prospectus Supplement is determined using U.S.
GAAP.
SPECIAL NOTICE REGARDING
FORWARD-LOOKING STATEMENTS
Certain statements contained in this Prospectus
and any Prospectus Supplement, and in certain documents incorporated by reference into this Prospectus, contain certain forward-looking
statements and forward-looking information (collectively referred to as "
forward-looking statements
"). When used
in such documents, the words "may", "would", "could", "will", "intend", "plan",
"anticipate", "believe", "estimate", "expect", "project" and similar expressions,
as they relate to us or our management, are intended to identify forward-looking statements. In particular, this Prospectus and
the documents incorporated by reference into this Prospectus contain forward-looking statements which include, but are not limited
to, the manner in which the selling securityholders may sell Securities, the filing of one or more Prospectus Supplement(s), the
expansion of our product offering, our business objectives and the expected impacts of previously announced acquisitions and developments.
In addition to those forward-looking statements
referred to above, readers should also refer to the AIF (as defined below), under the heading "Forward-Looking Information"
and the Annual MD&A (as defined below) under the heading "Forward-Looking Statements", both of which are incorporated
by reference into this Prospectus, for a list of some additional forward-looking statements made by us in this Prospectus and the
documents incorporated by reference into this Prospectus.
Such statements reflect our current views with
respect to future events and are subject to certain risks, uncertainties and assumptions. Actual results may differ materially
from those expressed in these forward-looking statements due to a number of uncertainties and risks, including the risks described
in this Prospectus, any Prospectus Supplement and in the documents incorporated by reference into this Prospectus and other unforeseen
risks, including, without limitation:
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market acceptance of our products;
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product development delays and delays in contractual commitments;
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changing environmental regulations;
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the ability to attract and retain business partners;
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the success of our business partners and original equipment manufacturers ("
OEMs
")
with whom we partner;
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future levels of government funding and incentives;
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competition from other technologies;
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limitations on our ability to protect our intellectual property;
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potential claims or disputes in respect of our intellectual property;
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limitations in the development of natural gas refueling infrastructure;
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the ability to provide the capital required for research, product development, operations and marketing;
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·
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there could be unforeseen claims made against us;
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·
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our international business operations could expose us to regulatory risks or factors beyond our
control such as currency exchange rates, changes in governmental policy, trade barriers, trade embargoes, investigation of sanctions
relating to corruption of foreign public officials or international sanctions and delays in the development of international markets
for our products;
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·
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other risks relating to our Common Shares and Debt Securities;
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·
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risk of conflict related to directors and officers of Westport Fuel Systems who may currently,
or in the future, also serve as directors and/or officers of other public companies that may be involved in the same industry as
Westport Fuel Systems; and
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·
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those other risks discussed in the AIF under the heading "Risk Factors" and in the Annual
MD&A under the heading "Forward-Looking Statements".
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You should not rely on any forward-looking statements.
Any forward-looking statement is made only as of the date of this Prospectus or the applicable document incorporated by reference
into this Propsectus. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise, after we distribute this Prospectus, except as otherwise required by law.
DOCUMENTS INCORPORATED
BY REFERENCE
Information has been incorporated by reference
into this Prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents
incorporated herein by reference may be obtained on request without charge from our Senior Manager, Investor Relations and Communications
at 101 – 1750 West 75th Avenue, Vancouver, British Columbia V6P 6G2, telephone (604)718-2046. Copies of documents incorporated
by reference are also available electronically at www.sedar.com
.
We have filed the following documents with the
securities commissions or similar regulatory authorities in certain of the provinces of Canada and such documents are specifically
incorporated by reference into this Prospectus:
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·
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annual information form ("
AIF
") dated March 22, 2018 for the year ended December
31, 2017;
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·
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management proxy circular dated March 20, 2018 relating to the annual general and special meeting
of shareholders held on May 7, 2018;
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·
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audited consolidated financial statements as at December 31, 2017 and December 31, 2016 and for
the years ended December 31, 2017, December 31, 2016 and December 31, 2015, together with the notes thereto, and the auditors'
report thereon;
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·
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management's discussion and analysis ("
Annual MD&A
") of financial condition
and results of operations dated March 22, 2018 for the fiscal year ended December 31, 2017;
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·
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condensed consolidated interim financial statements as at and for the three and nine months ended
September 30, 2018 and 2017; and
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·
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interim management's discussion and analysis of financial condition and results of operations dated
November 8, 2018 for the three and nine months ended September 30, 2018.
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Any documents of the type required by National
Instrument 44-101 –
Short Form Prospectus Distributions
of the Canadian Securities Administrators to be incorporated
by reference in a short form prospectus, including any annual information form, comparative annual financial statements and the
auditors' report thereon, comparative unaudited interim financial statements, management's discussion and analysis of financial
condition and results of operations, material change report (except a confidential material change report), business acquisition
report and information circular, if filed by us with the securities commissions or similar authorities in the provinces of Canada
after the date of this Prospectus and before the termination of the distribution shall be deemed to be incorporated by reference
into this Prospectus.
To the extent that any document or information
incorporated by reference into this Prospectus is included in a report that is filed with the SEC on Form 40-F or 6-K (or any respective
successor form), such document or information shall also be deemed to be incorporated by reference as an exhibit to the registration
statement on Form F-10 of which this Prospectus forms a part, if and to the extent expressly provided in such filings. In addition,
we have and will incorporate by reference into this Prospectus from documents that we file with the SEC pursuant to Section 13(a)
or 15(d) of the
United States Securities Exchange Act
of 1934, as amended (the "
U.S. Exchange Act
"). Our
U.S. filings are electronically available from the SEC's Electronic Document Gathering and Retrieval System, which may be accessed
at
www.sec.gov
.
Any "template version" of any "marketing
materials" (as such terms are defined in National Instrument 41-101 - General Prospectus Requirements) filed by the Corporation
after the date of a Prospectus Supplement and before the termination of the distribution of Securities offered pursuant to such
Prospectus Supplement (together with this Prospectus) will be deemed to be incorporated by reference into such Prospectus Supplement
for the purposes of the distribution of Securities to which the Prospectus Supplement pertains.
Any statement contained in this Prospectus
or in a document incorporated or deemed to be incorporated by reference into this Prospectus will be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained in this Prospectus or in any other subsequently filed
document which also is, or is deemed to be, incorporated by reference into this Prospectus modifies or supersedes that statement.
The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other
information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall
not be deemed an admission for any purposes that the modified or superseded statement when made, constituted a misrepresentation,
an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary
to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute part of this Prospectus.
Upon a new annual information form, audited
annual financial statements and related management's discussion and analysis being filed by us with, and where required, accepted
by, the securities commission or similar regulatory authority in each of the provinces of British Columbia, Alberta, Saskatchewan,
Manitoba, Ontario, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador during the term of this Prospectus,
the previous annual information form, the previous audited annual financial statements and related management's discussion and
analysis, all unaudited interim financial statements and related management's discussion and analysis, material change reports
and business acquisition reports filed prior to the commencement of our financial year in which the new annual information form
and related audited annual financial statements and management's discussion and analysis are filed shall be deemed no longer to
be incorporated into this Prospectus for purposes of future offers and sales of Securities under this Prospectus. Upon new unaudited
interim financial statements and related management's discussion and analysis being filed by us with the securities commission
or similar regulatory authority in each of the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick,
Nova Scotia, Prince Edward Island and Newfoundland and Labrador during the term of this Prospectus, all unaudited interim financial
statements and related management's discussion and analysis filed prior to the new unaudited interim consolidated financial statements
and related management's discussion and analysis shall be deemed no longer to be incorporated into this Prospectus for purposes
of future offers and sales of Securities under this Prospectus. Upon a new information circular relating to an annual meeting of
holders of Common Shares being filed by us with the securities commission or similar regulatory authority in each of the provinces
of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland
and Labrador during the term of this Prospectus, the information circular for the preceding annual meeting of holders of Common
Shares shall be deemed no longer to be incorporated into this Prospectus for purposes of future offers and sales of Securities
under this Prospectus.
One or more Prospectus Supplements containing
the specific variable terms for an issue of the Securities and other information in relation to such Securities will be delivered
to purchasers of such Securities together with this Prospectus and will be deemed to be incorporated by reference into this Prospectus
as of the date of the Prospectus Supplement solely for the purposes of the offering of the Securities covered by any such Prospectus
Supplement.
WHERE YOU CAN FIND
ADDITIONAL INFORMATION
We have filed with the SEC a registration statement
on Form F-10 relating to the Securities. This Prospectus, which constitutes a part of the registration statement, does not contain
all of the information contained in the registration statement, certain items of which are contained in the exhibits to the registration
statement as permitted by the rules and regulations of the SEC. Statements included or incorporated by reference into this Prospectus
about the contents of any contract, agreement or other documents referred to are not necessarily complete, and in each instance,
you should refer to the exhibits for a more complete description of the matter involved. Each such statement is qualified in its
entirety by such reference.
We are subject to the information requirements
of the U.S. Exchange Act and applicable Canadian securities legislation, and in accordance therewith we file reports and other
information with the SEC and with the securities regulatory authorities in Canada. Under the MJDS adopted by Canada and the United
States, documents and other information that we file with the SEC may be prepared in accordance with the disclosure requirements
of Canada, which are different from those of the United States. As a foreign private issuer, we are exempt from the rules under
the U.S. Exchange Act prescribing the furnishing and content of proxy statements, and our officers, directors and principal shareholders
are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the U.S. Exchange Act. In addition,
we are not required to publish financial statements as promptly as United States companies.
Investors may read any document that we have
filed with the SEC and may also obtain copies of those documents by paying a fee at the public reference room of the SEC at 100
F Street, N.E., Washington, D.C. 20549. Investors should call the SEC at 1-800-SEC-0330 or access its website at www.sec.gov for
further information about the public reference rooms. Investors may read and download some of the documents we have filed with
the SEC at the SEC's Electronic Data Gathering, Analysis and Retrieval system at www.sec.gov. We are also subject to filing requirements
prescribed by the securities legislation of all Canadian provinces. These filings are available electronically from SEDAR at www.sedar.com.
ENFORCEABILITY OF CIVIL
LIABILITIES
We are a corporation existing under the
Business
Corporations Act
(Alberta). A number of our officers and directors and some of the experts named in this Prospectus, are residents
of Canada or otherwise reside outside the United States, and all, or a substantial portion of their assets and a substantial portion
of our assets, are located outside the United States.
We have appointed an agent for service of process
in the United States, but it may be difficult for holders of Securities who reside in the United States to effect service within
the United States upon those directors, officers and experts who are not residents of the United States. It may also be difficult
for holders of Securities who reside in the United States to realize in the United States upon judgments of courts of the United
States predicated upon our civil liability and the civil liability of our directors, officers and experts under the United States
federal securities laws or the securities laws of any state of the United States.
We have been advised by our Canadian counsel
that a judgment of a United States court predicated solely upon civil liability under United States federal securities laws would
likely be enforceable in Canada if the United States court in which the judgment was obtained has a basis for jurisdiction in the
matter that would be recognized by a Canadian court for the same purposes. We have also been advised by such counsel, however,
that there is substantial doubt whether an action could be brought in Canada in the first instance on the basis of liability predicated
solely upon United States federal securities laws.
We filed with the SEC, concurrently with our
registration statement on Form F-10 of which this Prospectus is a part, an appointment of agent for service of process on Form
F-X. Under the Form F-X, we appointed C T Corporation System as our agent for service of process in the United States in connection
with any investigation or administrative proceeding conducted by the SEC, and any civil suit or action brought against or involving
us in a United States court arising out of or related to or concerning the offering of the Securities under this Prospectus.
WESTPORT FUEL SYSTEMS
INC.
As of the date hereof, Westport Fuel Systems
currently has four material subsidiaries: (i) Westport Power Inc., which is wholly-owned by Westport Fuel Systems and incorporated
pursuant to the Business Corporations Act (British Columbia); (ii) MTM S.r.l., an Italian corporation, which is an indirect subsidiary
of Westport Fuel Systems; (iii) Emer S.p.A, also an Italian corporation and indirect subsidiary of Westport Fuel Systems; and (iv)
Prins Autogassystemen B.V., a Netherlands corporation and indirect subsidiary of Westport Fuel Systems.
OUR BUSINESS
Westport Fuel Systems is a global company focused
on engineering, manufacturing, and supply of alternative fuel systems and components for transportation applications. Our diverse
and complete product offering sold under a wide range of established global brands addresses a broad range of alternative fuels,
which have environmental and economic advantages, including liquid petroleum gas, compressed natural gas, liquid natural gas, renewable
natural gas, and hydrogen which have environmental and economic advantages. We supply our products and services through a global
network of distributors and numerous OEMs and delayed OEMs and we have customers in more than 70 countries. Today, our products
and services are available for the passenger car and light-, medium- and heavy-duty, high horsepower, cryogenics, and hydrogen
applications.
Westport Fuel Systems has a compelling value
proposition. We are leveraging our market-ready products, engineering and technology expertise, scale, customer base, and global
sales and distribution networks to continue growing market share; a strategy we believe will lead to a stronger financial position.
In addition to our significant operational competency in well-established transportation markets, our investment in new technologies
provides us a premier technology leadership position which is expected to drive future growth. Westport Fuel Systems has a track
record of innovation, specialized engineering capabilities, and a deep patent portfolio resulting in a strong intellectual property
position. We are building a sustainable, profitable company that delivers value to customers, shareholders, employees, and the
environment.
RECENT DEVELOPMENTS
On August 28, 2018, Westport Fuel Systems entered
into definitive development and supply agreements with Weichai Westport Inc. ("
WWI
") to develop, market, and commercialize
a heavy-duty, natural gas engine featuring the Westport HPDI 2.0 technology, based on one of Weichai Power Co., Ltd.'s ("
Weichai
Power
") heavy-duty engine platforms. Under the new development program for the Chinese market, Westport Fuel Systems will
support the adaptation of the Westport HPDI 2.0™ technology onto one of Weichai Power's heavy-duty engine platforms, building
on the years of experience WWI has with Westport HPDI technology. The new natural gas engine will be certified to meet China VI
emissions standards and is expected to be launched in the second half of 2019. Westport Fuel Systems will supply the HPDI 2.0 system
components on a limited exclusivity basis. Under the terms of the agreement, Westport Fuel Systems is precluded from selling these
system components for use in commercially available engines sold in China, with the exceptions of certain global OEMs and their
affiliates, for a minimum period of five years from the date of execution of the development agreement, subject to WWI meeting
defined volume targets. Key terms of the agreements, such as pricing, have not been disclosed for competitive reasons or due to
confidentiality restrictions.
On July 25, 2018, Westport Fuel Systems completed
the sale of its compressed natural gas compressor business based in Cherasco, Italy to Snam S.p.A., a leading European gas utility
company, for gross proceeds of 12.6 million Euro. The divestiture is consistent with our strategy to streamline our business and
product lines and focus on supplying alternative fuel vehicle components and systems to the transportation industry.
On June 11, 2018, Ashoka Achuthan, stepped down
as Chief Financial Officer and Michael J. Willis was appointed as the new Chief Financial Officer of Westport Fuel Systems.
CONSOLIDATED CAPITALIZATION
Other than the issuance of an aggregate of 247,811
Common Shares pursuant to the exercise of stock options and units granted under Westport Fuel Systems' securities-based compensation
plans, there have been no material changes in our share and loan capitalization which have occurred subsequent to September 30,
2018.
USE OF PROCEEDS
Unless otherwise indicated in an applicable
Prospectus Supplement relating to an offering of Securities, we expect to use the net proceeds we receive from the sale of Securities
to finance future growth opportunities including acquisitions and investments, to finance our capital expenditures, to reduce our
outstanding indebtedness, for working capital purposes or for general corporate purposes, as will be further described in one or
more Prospectus Supplements. The amount of net proceeds to be used for each of the principal purposes will be described in the
applicable Prospectus Supplement. All expenses relating to an offering of Securities and any compensation paid to underwriters,
dealers or agents will be paid out of our general funds. From time to time, we may issue debt securities or incur additional indebtedness
other than through the issue of Securities pursuant to this Prospectus. We will not receive any proceeds from any sales of Securities
by any selling securityholders pursuant to a secondary offering. More detailed information regarding anticipated expenses associated
with any underwriter, broker, dealer manager or similar securities industry professionals in respect of any sales by us or a selling
securityholder will be described in any applicable Prospectus Supplement.
PLAN OF DISTRIBUTION
New Issue
We may sell Securities to or through underwriters,
dealers, placement agents or other intermediaries and also may sell Securities directly to purchasers or through agents, subject
to obtaining any applicable exemption from registration requirements.
The distribution of Securities may be effected
from time to time in one or more transactions at a fixed price or prices, which may be changed, at market prices prevailing at
the time of sale, or at prices related to such prevailing market prices as may be negotiated with purchasers and as set forth in
an accompanying Prospectus Supplement.
In connection with the sale of Securities, underwriters
may receive compensation from us or from purchasers of Securities for whom they may act as agents in the form of discounts, concessions
or commissions. Underwriters, dealers, placement agents or other intermediaries that participate in the distribution of Securities
may be deemed to be underwriters and any discounts or commissions received by them from us and any profit on the resale of Securities
by them may be deemed to be underwriting discounts and commissions under applicable securities legislation.
If so indicated in the applicable Prospectus
Supplement, we may authorize dealers or other persons acting as our agents to solicit offers by certain institutions to purchase
the Securities directly from us pursuant to contracts providing for payment and delivery on a future date. These contracts will
be subject only to the conditions set forth in the applicable Prospectus Supplement or supplements, which will also set forth the
commission payable for solicitation of these contracts.
The Prospectus Supplement relating to any offering
of Securities will also set forth the terms of the offering of the Securities, including, to the extent applicable, the initial
offering price, the proceeds to us, the underwriting discounts or commissions, and any other discounts or concessions to be allowed
or reallowed to dealers. Underwriters with respect to any offering of Securities sold to or through underwriters will be named
in the Prospectus Supplement relating to such offering.
Under agreements which may be entered into by
us, underwriters, dealers, placement agents and other intermediaries who participate in the distribution of Securities may be entitled
to indemnification by us against certain liabilities, including liabilities under applicable securities legislation. The underwriters,
dealers, placement agents and other intermediaries with whom we enter into agreements may be customers of, engage in transactions
with or perform services for us in the ordinary course of business.
Any offering of Preferred Shares, Subscription
Receipts, Debt Securities, Warrants, Rights or Units that is not a secondary offering will be a new issue of securities with no
established trading market. Unless otherwise specified in the applicable Prospectus Supplement, the Preferred Shares, Subscription
Receipts, Debt Securities, Warrants, Rights or Units will not be listed on any securities exchange.
Unless otherwise specified
in the applicable Prospectus Supplement, there is no market through which the Preferred Shares, Subscription Receipts, Debt Securities,
Warrants, Rights or Units may be sold and purchasers may not be able to resell Preferred Shares, Subscription Receipts, Debt Securities,
Warrants, Rights or Units purchased under this Prospectus or any Prospectus Supplement. This may affect the pricing of the Preferred
Shares, Subscription Receipts, Debt Securities, Warrants, Rights or Units in the secondary market, the transparency and availability
of trading prices, the liquidity of the securities, and the extent of issuer regulation.
Certain dealers may make a market
in the Preferred Shares, Subscription Receipts, Debt Securities, Warrants, Rights or Units, as applicable, but will not be obligated
to do so and may discontinue any market making at any time without notice. No assurance can be given that any dealer will make
a market in the Preferred Shares, Subscription Receipts, Debt Securities, Warrants, Rights or Units or as to the liquidity of the
trading market, if any, for the Preferred Shares, Subscription Receipts, Debt Securities, Warrants, Rights or Units.
Subject to applicable securities legislation,
in connection with any offering of Securities under this Prospectus, the underwriters, if any, may over-allot or effect transactions
which stabilize or maintain the market price of the Securities offered at a level above that which might otherwise prevail in the
open market. These transactions, if commenced, may be discontinued at any time.
Secondary Offering
This Prospectus may also, from time to time,
relate to the offering of our Securities by certain selling securityholders. The selling securityholders may sell all or a portion
of our Securities beneficially owned by them and offered hereby from time to time directly or through one or more underwriters,
broker-dealers or agents. If our Securities are sold through underwriters or broker-dealers, the selling securityholders will be
responsible for underwriting discounts or commissions or agent's commissions. Our Securities may be sold by the selling securityholders
in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined
at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions,
as follows:
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on any national securities exchange or quotation service on which the Securities may be listed
or quoted at the time of sale;
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in the over-the-counter market;
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in transactions otherwise than on these exchanges or systems or in the over-the-counter market;
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through the writing of options, whether such options are listed on an options exchange or otherwise;
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ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
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block trades in which the broker-dealer will attempt to sell the Securities as agent but may position
and resell a portion of the block as principal to facilitate the transaction;
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purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
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an exchange distribution in accordance with the rules of the applicable exchange;
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privately negotiated transactions;
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sales pursuant to Rule 144 under
United States Securities Act
of 1933, as amended (the "
U.S.
Securities Act
");
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broker-dealers may agree with the selling securityholders to sell a specified number of such Securities
at a stipulated price per Security;
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a combination of any such methods of sale; and
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any other method permitted pursuant to applicable law.
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If the selling securityholders effect such transactions
by selling our Securities to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may
receive commissions in the form of discounts, concessions or commissions from the selling securityholders or commissions from purchasers
of our Securities for whom they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions
as to particular underwriters, broker-dealers or agents may be in excess of those customary in the types of transactions involved).
In connection with sales of our Securities or otherwise, the selling securityholders may enter into hedging transactions with broker-dealers,
which may in turn engage in short sales of our Securities in the course of hedging in positions they assume. The selling securityholders
may also sell our Securities short and deliver our Securities covered by this Prospectus to close out short positions and to return
borrowed Securities in connection with such short sales.
The selling securityholders may also loan or
pledge our Securities to broker-dealers that in turn may sell such Securities. The selling securityholders may pledge or grant
a security interest in some or all of the Securities owned by them and, if they default in the performance of their secured obligations,
the pledgees or secured parties may offer and sell our Securities from time to time pursuant to this Prospectus or any supplement
to this Prospectus filed under General Instruction II.L. of Form F-10 under the U.S. Securities Act, amending, if necessary, the
list of selling securityholders to include, pursuant to a prospectus amendment or Prospectus Supplement, the pledgee, transferee
or other successors in interest as selling securityholders under this Prospectus. The selling securityholders also may transfer
and donate our Securities in other circumstances in which case the transferees, donees, pledgees or other successors in interest
will be the selling beneficial owners for purposes of this Prospectus.
The selling securityholders and any broker-dealer
participating in the distribution of our Securities may be deemed to be "underwriters" within the meaning of the U.S.
Securities Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed to be
underwriting commissions or discounts under the U.S. Securities Act. At the time a particular offering of our Securities is made,
a Prospectus Supplement, if required, will be distributed which will identify the selling securityholders and provide the other
information set forth under "Selling Securityholders", set forth the aggregate amount of our Securities being offered
and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other
terms constituting compensation from the selling securityholders and any discounts, commissions or concessions allowed or reallowed
or paid to broker-dealers.
Under the securities laws of some states, our
Securities may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states our Securities
may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or
qualification is available and is complied with.
There can be no assurance that any securityholder
will sell any or all of our Securities registered pursuant to the registration statement, of which this Prospectus forms a part.
The selling securityholders and any other person
participating in such distribution will be subject to applicable provisions of Canadian securities legislation and the U.S. Exchange
Act and the rules and regulations thereunder, including, without limitation, Regulation M under the U.S. Exchange Act, which may
limit the timing of purchases and sales of any of our Securities by the selling securityholders and any other participating person.
Regulation M may also restrict the ability of any person engaged in the distribution of our Securities to engage in market-making
activities with respect to our Securities. All of the foregoing may affect the marketability of our Securities and the ability
of any person or entity to engage in market-making activities with respect to our Securities.
Once sold under the shelf registration statement,
of which this Prospectus forms a part, our Securities will be freely tradable in the hands of persons other than our affiliates.
EARNINGS COVERAGE
If we offer Debt Securities or Preferred Shares
having a term to maturity in excess of one year, under this Prospectus and any applicable Prospectus Supplement, the applicable
Prospectus Supplement will include earnings coverage ratios giving effect to the issuance of such securities.
DESCRIPTION OF COMMON
SHARES
The following description of our Common Shares
is a summary only and is qualified in its entirety by reference to our articles of incorporation, which have been filed with the
securities commission or similar regulatory authority in each of the provinces of Canada, and are available for review at www.sedar.com.
We are authorized to issue an unlimited number
of Common Shares. Each Common Share entitles the holder to: (i) one vote per share held at meetings of shareholders; (ii) receive
such dividends as declared by us, subject to any contractual restrictions on the payment of dividends and to any restrictions on
the payment of dividends imposed by the terms of any outstanding Preferred Shares and our credit facilities; and (iii) receive
our remaining property and assets upon dissolution or winding up. Our Common Shares are not subject to any future call or assessment
and there are no pre-emptive, conversion or redemption rights attached to such shares.
In the event of our merger or consolidation
with or into another entity, in connection with which our Common Shares are converted into or exchanged for shares or other securities
of another entity or property (including cash), all holders of our Common Shares will thereafter be entitled to receive the same
kind and number of securities or kind of property (including cash). Upon our dissolution or liquidation or the sale of all or substantially
all of our assets, after payment in full of all amounts required to be paid to creditors and to the holders of Preferred Shares
having liquidation preferences, if any, the holders of our Common Shares will be entitled to receive pro rata our remaining assets
available for distribution.
DESCRIPTION OF PREFERRED
SHARES
The following description of our Preferred Shares
is a summary only and is qualified in its entirety by reference to our articles of incorporation, which have been filed with the
securities commission or similar regulatory authority in each of the provinces of Canada, and are available for review at www.sedar.com
.
We are authorized to issue an unlimited number
of Preferred Shares issuable in series with no par value, none of which are currently outstanding. Our board of directors has the
authority to determine, with respect to any series of Preferred Shares, the rights, privileges, restrictions and conditions of
that series, including:
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the designation of the series;
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the number of shares of the series, which our board may, except where otherwise provided in the
provisions applicable to such series, increase or decrease, but not below the number of shares then outstanding;
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whether dividends, if any, will be cumulative or non-cumulative and the dividend rate of the series;
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the dates at which dividends, if any, will be payable;
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the redemption rights and price or prices, if any, for shares of the series;
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the terms and amounts of any sinking fund provided for the purchase or redemption of shares of
the series;
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the amounts payable on shares of the series in the event of any voluntary or involuntary liquidation,
dissolution or winding-up of our affairs;
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whether the shares of the series will be convertible into shares of any other class or series,
or any other security, of the Corporation or any other entity, and, if so, the specification of the other class or series or other
security, the conversion price or prices or rate or rates, any rate adjustments, the date or dates at which the shares will be
convertible and all other terms and conditions upon which the conversion may be made;
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restrictions on the issuance of shares of the same series or of any other class or series; and
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the voting rights, if any, of the holders of the series.
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Subject to any rights, privileges, restrictions
and conditions that may have been determined by the directors to apply to any series of Preferred Shares, the holders of our Preferred
Shares shall have no right to receive notice of or to be present at or vote either in person, or by proxy, at any of our general
meetings by virtue of or in respect of their holding of Preferred Shares.
Subject to any rights, privileges, restrictions
and conditions that may have been determined by the directors to apply to any series of Preferred Shares or any restrictions in
any of our debt agreements, the directors shall have complete uncontrolled discretion to pay dividends on any class or classes
of shares or any series within a class of shares issued and outstanding in any particular year to the exclusion of any other class
or classes of shares or any series within a class of shares out of any or all profits or surplus available for dividends.
On our winding-up, liquidation or dissolution
or upon the happening of any other event giving rise to a distribution of our assets other than by way of dividend amongst our
shareholders for the purposes of winding-up its affairs, subject to any rights, privileges, restrictions and conditions that may
have been determined by the Board to attach to any series of Preferred Shares, the holders of all Common Shares and Preferred Shares
shall be entitled to participate
pari passu
.
DESCRIPTION OF SUBSCRIPTION
RECEIPTS
The following description of the terms of Subscription
Receipts sets forth certain general terms and provisions of Subscription Receipts in respect of which a Prospectus Supplement may
be filed. The particular terms and provisions of Subscription Receipts offered by any Prospectus Supplement, and the extent to
which the general terms and provisions described below may apply thereto, will be described in the Prospectus Supplement filed
in respect of such Subscription Receipts.
Subscription Receipts may be offered separately
or in combination with one or more other Securities. The Subscription Receipts will be issued under a subscription receipt agreement.
A copy of the subscription receipt agreement will be filed by us with the applicable securities commission or similar regulatory
authorities after it has been entered into by us and will be available electronically at www.sedar.com.
Pursuant to the subscription receipt agreement,
original purchasers of Subscription Receipts may have a contractual right of rescission against Westport Fuel Systems, following
the issuance of the underlying Common Shares or other securities to such purchasers upon the surrender or deemed surrender of the
Subscription Receipts, to receive the amount paid for the Subscription Receipts in the event that this Prospectus and any amendment
thereto contains a misrepresentation or is not delivered to such purchaser, provided such remedy for rescission is exercised within
180 days from the closing date of the offering of Subscription Receipts.
The description of general terms and provisions
of Subscription Receipts described in any Prospectus Supplement will include, where applicable:
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the number of Subscription Receipts offered;
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the price at which the Subscription Receipts will be offered;
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if other than Canadian dollars, the currency or currency unit in which the Subscription Receipts
are denominated;
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the procedures for the exchange of the Subscription Receipts into Common Shares or other securities;
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the number of Common Shares or other securities that may be obtained upon exercise of each Subscription
Receipt;
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the designation and terms of any other Securities with which the Subscription Receipts will be
offered, if any, and the number of Subscription Receipts that will be offered with each Security;
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the terms applicable to the gross proceeds from the sale of the Subscription Receipts plus any
interest earned thereon;
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the material tax consequences of owning the Subscription Receipts; and
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any other material terms, conditions and rights (or limitations on such rights) of the Subscription
Receipts.
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We reserve the right to set forth in a Prospectus
Supplement specific terms of the Subscription Receipts that are not within the options and parameters set forth in this Prospectus.
In addition, to the extent that any particular terms of the Subscription Receipts described in a Prospectus Supplement differ from
any of the terms described in this Prospectus, the description of such terms set forth in this Prospectus shall be deemed to have
been superseded by the description of such differing terms set forth in such Prospectus Supplement with respect to such Subscription
Receipts.
DESCRIPTION OF WARRANTS
The following description of the terms of Warrants
sets forth certain general terms and provisions of Warrants in respect of which a Prospectus Supplement may be filed. The particular
terms and provisions of Warrants offered by any Prospectus Supplement, and the extent to which the general terms and provisions
described below may apply thereto, will be described in the Prospectus Supplement filed in respect of such Warrants.
Warrants may be offered separately or in combination
with one or more other Securities. Each series of Warrants will be issued under a separate warrant agreement to be entered into
between us and one or more banks or trust companies acting as warrant agent. The applicable Prospectus Supplement will include
details of the warrant agreements covering the Warrants being offered. The warrant agent will act solely as our agent and will
not assume a relationship of agency with any holders of Warrant certificates or beneficial owners of Warrants. A copy of the warrant
agreement will be filed by us with the applicable securities commission or similar regulatory authorities after it has been entered
into by us and will be available electronically at www.sedar.com.
Pursuant to the warrant agreement, original
purchasers of Warrants may have a contractual right of rescission against Westport Fuel Systems, following the issuance of the
underlying Common Shares or other securities to such purchasers upon the exercise or deemed exercise of the Warrants, to receive
the amount paid for the Warrants and the amount paid upon exercise of the Warrants in the event that this Prospectus and any amendment
thereto contains a misrepresentation or is not delivered to such purchaser, provided such remedy for rescission is exercised within
180 days from the closing date of the offering of Warrants.
The description of general terms and provisions
of Warrants described in any Prospectus Supplement will include, where applicable:
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the designation and aggregate number of Warrants offered;
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the price at which the Warrants will be offered;
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if other than Canadian dollars, the currency or currency unit in which the Warrants are denominated;
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the designation and terms of the Common Shares that may be acquired upon exercise of the Warrants;
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the date on which the right to exercise the Warrants will commence and the date on which the right
will expire;
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the number of Common Shares that may be purchased upon exercise of each Warrant and the price at
which and currency or currencies in which that amount of securities may be purchased upon exercise of each Warrant;
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the designation and terms of any Securities with which the Warrants will be offered, if any, and
the number of the Warrants that will be offered with each Security;
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the date or dates, if any, on or after which the Warrants and the related Securities will be transferable
separately;
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the minimum or maximum amount, if any, of Warrants that may be exercised at any one time;
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whether the Warrants will be subject to redemption or call, and, if so, the terms of such redemption
or call provisions; and
|
|
·
|
any other material terms, conditions and rights (or limitations on such rights) of the Warrants.
|
We reserve the right to set forth in a Prospectus
Supplement specific terms of the Warrants that are not within the options and parameters set forth in this Prospectus. In addition,
to the extent that any particular terms of the Warrants described in a Prospectus Supplement differ from any of the terms described
in this Prospectus, the description of such terms set forth in this Prospectus shall be deemed to have been superseded by the description
of such differing terms set forth in such Prospectus Supplement with respect to such Warrants.
DESCRIPTION OF DEBT
SECURITIES
The following description of the terms of Debt
Securities sets forth certain general terms and provisions of Debt Securities in respect of which a Prospectus Supplement may be
filed. The particular terms and provisions of Debt Securities offered by any Prospectus Supplement, and the extent to which the
general terms and provisions described below may apply thereto, will be described in the Prospectus Supplement filed in respect
of such Debt Securities. Debt Securities may be offered separately or in combination with one or more other Securities. We may,
from time to time, issue Debt Securities and incur additional indebtedness other than through the issuance of Debt Securities pursuant
to this Prospectus.
Debt Securities will be issued under one or
more indentures (each, an "
Indenture
"), in each case between Westport Fuel Systems and an appropriately qualified
financial institution authorized to carry on business as a trustee (each, a "
Trustee
").
The following description sets forth certain
general terms and provisions of Debt Securities. The description is not, however, exhaustive and is subject to, and qualified in
its entirety by reference to, the detailed provisions of the applicable Indenture. Accordingly, reference should also be made to
the applicable Indenture, a copy of which will be filed by us with applicable provincial securities commissions or similar regulatory
authorities in Canada after it has been entered into and before the issue of any Debt Securities thereunder, and will be available
electronically on SEDAR at www.sedar.com.
The Debt Securities may be issued from time
to time in one or more series. We may specify a maximum aggregate principal amount for the Debt Securities of any series and, unless
otherwise provided in the applicable Indenture, a series of Debt Securities may be reopened for issuance of additional Debt Securities
of that series.
The Debt Securities will be direct unsecured
obligations of Westport Fuel Systems, and will constitute senior or subordinated indebtedness of Westport Fuel Systems as described
in the applicable Prospectus Supplement. If the Debt Securities are senior indebtedness, they will rank equally and rateably with
all other unsecured indebtedness of Westport Fuel Systems from time to time issued and outstanding which is not subordinated. If
the Debt Securities are subordinated indebtedness, they will be subordinated to senior indebtedness of Westport Fuel Systems as
described in the applicable Prospectus Supplement and their ranking with respect to other subordinated indebtedness of Westport
Fuel Systems from time to time outstanding will be as described in the applicable Prospectus Supplement. We reserve the right to
specify in a Prospectus Supplement whether a particular series of subordinated Debt Securities is subordinated to any other series
of subordinated Debt Securities.
The particular terms and provisions of each
issue of Debt Securities will be described in the applicable Prospectus Supplement. This description will include, as applicable:
|
·
|
the designation, aggregate principal amount and authorized denominations of the Debt Securities;
|
|
·
|
any limit upon the aggregate principal amount of the Debt Securities;
|
|
·
|
the currency for which the Debt Securities may be purchased and in which the principal and any
premium or interest is payable (in either case, if other than Canadian dollars);
|
|
·
|
the offering price of the Debt Securities and percentage of the principal amount at which they
will be issued;
|
|
·
|
the date(s) on which the Debt Securities will be issued and delivered;
|
|
·
|
the date(s) on which the Debt Securities will mature, including any provision for the extension
of a maturity date, or the method of determining such date(s);
|
|
·
|
the rate(s) per annum (either fixed or floating) at which the Debt Securities will bear interest
(if any) and, if floating, the method of determining such rate(s);
|
|
·
|
the date(s) from which any interest obligation will accrue and on which interest will be payable,
and the record date(s) for the payment of interest or the method of determining such date(s);
|
|
·
|
any guarantees given in respect of the Debt Securities;
|
|
·
|
the ranking of the Debt Securities and if applicable, their subordination to other indebtedness
of Westport Fuel Systems;
|
|
·
|
the identity of the Trustee under the applicable Indenture pursuant to which the Debt Securities
are to be issued;
|
|
·
|
any redemption terms, or terms under which the Debt Securities may be defeased prior to maturity;
|
|
·
|
any repayment or sinking fund provisions;
|
|
·
|
events of default and covenants in respect of the Debt Securities;
|
|
·
|
whether the Debt Securities are to be issued in registered form or in the form of temporary or
permanent global securities, and the basis of exchange, transfer and ownership thereof;
|
|
·
|
whether the Debt Securities may be converted or exchanged for other securities of Westport Fuel
Systems or any other entity;
|
|
·
|
if applicable, our ability to satisfy all or a portion of any redemption of the Debt Securities,
payment of any premium or interest thereon, or repayment of the principal owing upon the maturity through the issuance of securities
of Westport Fuel Systems or of any other entity, and any restrictions on the persons to whom such securities may be issued;
|
|
·
|
provisions governing amendments to the Indenture; and
|
|
·
|
any other material terms, conditions or other provisions applicable to the Debt Securities, including,
without limitation, transferability, adjustment terms and whether the subscription receipts will be listed on an exchange.
|
We reserve the right to include in a Prospectus
Supplement specific terms and provisions pertaining to the Debt Securities in respect of which the Prospectus Supplement is filed
that are not within the variables and parameters set forth in this Prospectus. To the extent that any terms or provisions or other
information pertaining to the Debt Securities described in a Prospectus Supplement differ from any of the terms or provisions or
other information described in this Prospectus, the description set forth in this Prospectus shall be deemed to have been superseded
by the description set forth in the Prospectus Supplement with respect to those Debt Securities.
DESCRIPTION OF RIGHTS
We may issue Rights to our shareholders for
the purchase of Debt Securities, Common Shares or other Securities. These Rights may be issued independently or together with any
other Security offered hereby and may or may not be transferable by the shareholder receiving the Rights in such offering. In connection
with any offering of such Rights, we may enter into a standby arrangement with one or more underwriters or other purchasers pursuant
to which the underwriters or other purchasers may be required to purchase any Securities remaining unsubscribed for after such
offering.
Each series of Rights will be issued under a
separate rights agreement which we will enter into with a bank or trust company, as rights agent, all as set forth in the applicable
Prospectus Supplement. The rights agent will act solely as our agent in connection with the certificates relating to the Rights
and will not assume any obligation or relationship of agency or trust with any holders of Rights certificates or beneficial owners
of Rights.
The applicable Prospectus Supplement will describe
the specific terms of any offering of Rights for which this Prospectus is being delivered, including the following:
|
·
|
the date of determining the shareholders entitled to the Rights distribution;
|
|
·
|
the number of Rights issued or to be issued to each shareholder;
|
|
·
|
the exercise price payable for each share of Debt Securities, Common Shares or other Securities
upon the exercise of the Rights;
|
|
·
|
the number and terms of the shares of Debt Securities, Common Shares or other Securities which
may be purchased per each Right;
|
|
·
|
the extent to which the Rights are transferable;
|
|
·
|
the date on which the holder's ability to exercise the Rights shall commence, and the date on which
the Rights shall expire;
|
|
·
|
the extent to which the Rights may include an over-subscription privilege with respect to unsubscribed
Securities;
|
|
·
|
if applicable, the material terms of any standby underwriting or purchase arrangement entered into
by the Corporation in connection with the offering of such Rights; and
|
|
·
|
any other terms of the Rights, including the terms, procedures, conditions and limitations relating
to the exchange and exercise of the Rights and any over-allotment option or right granted in connection therewith.
|
DESCRIPTION OF UNITS
We may issue Units comprised of one or more
of the other Securities described in this Prospectus in any combination. Each Unit will be issued so that the holder of the Unit
is also the holder of each Security included in the Unit. Thus, the holder of a Unit will have the rights and obligations of a
holder of each included Security. The unit agreement, if any, under which a Unit is issued may provide that the Securities included
in the Unit may not be held or transferred separately, at any time or at any time before a specified date.
The particular terms and provisions of Units
offered by any Prospectus Supplement, and the extent to which the general terms and provisions described below may apply thereto,
will be described in the Prospectus Supplement filed in respect of such Units.
The particular terms of each issue of Units
will be described in the related Prospectus Supplement. This description will include, where applicable:
|
·
|
the designation and aggregate number of Units offered;
|
|
·
|
the price at which the Units will be offered;
|
|
·
|
if other than Canadian dollars, the currency or currency unit in which the Units are denominated;
|
|
·
|
the terms of the Units and of the Securities comprising the Units, including whether and under
what circumstances those securities may be held or transferred separately;
|
|
·
|
the number of Securities that may be purchased upon exercise of each Unit and the price at which
and currency or currency unit in which that amount of Securities may be purchased upon exercise of each Unit;
|
|
·
|
any provisions for the issuance, payment, settlement, transfer or exchange of the Units or of the
Securities comprising the Units; and
|
|
·
|
any other material terms, conditions and rights (or limitations on such rights) of the Units.
|
We reserve the right to set forth in a Prospectus
Supplement specific terms of the Units that are not within the options and parameters set forth in this Prospectus. In addition,
to the extent that any particular terms of the Units described in a Prospectus Supplement differ from any of the terms described
in this Prospectus, the description of such terms set forth in this Prospectus shall be deemed to have been superseded by the description
of such differing terms set forth in such Prospectus Supplement with respect to such Units.
PRIOR SALES
The following description of securities issuances contains information with respect to all issuances of
our securities for the 12-month period prior to the date of this Prospectus.
Date of Issuance
|
|
Securities
|
|
Number of Securities
|
|
Exercise or Weighted Average Issue Price
per Security (U.S.$)
|
2017
|
|
|
|
|
|
|
November 1 - 30
|
|
Common Shares
(1)
|
|
353,966
|
|
2.70 – 3.75
|
December 1 - 31
|
|
Common Shares
(1)
|
|
224,880
|
|
2.56 – 3.80
|
2018
|
|
|
|
|
|
|
January 1 - 5
|
|
Common Shares
(1)
|
|
444,563
|
|
3.78 – 4.10
|
April 1 - 30
|
|
Common Shares
(1)
|
|
7,426
|
|
2.15 – 2.35
|
May 1 - 31
|
|
Common Shares
(1)
|
|
728,146
|
|
2.90 – 2.91
|
June 1 - July 31
|
|
Common Shares
(1)
|
|
21,460
|
|
2.48 – 2.70
|
August 1 - 31
|
|
Common Shares
(1)
|
|
451,580
|
|
2.62 – 3.59
|
September 1- 30
|
|
Common Shares
(1)
|
|
10,000
|
|
3.56
|
November 1 - 30
|
|
Common Shares
(1)
|
|
247,811
|
|
2.20
|
March 15, 2018
|
|
RSUs
(2)
|
|
264,106
|
|
2.67
|
March 23, 2018
|
|
RSUs
(2)
|
|
3,760
|
|
2.84
|
May 18, 2018
|
|
RSUs
(2)
|
|
260,427
|
|
2.72
|
August 13, 2018
|
|
RSUs
(2)
|
|
12,023
|
|
2.61
|
October 1, 2018
|
|
RSUs
(2)
|
|
214,000
|
|
3.00
|
November 12, 2018
|
|
RSUs
(2)
|
|
219,500
|
|
2.43
|
Notes:
|
(1)
|
Represents the issuance of Common Shares issued upon exercise of restricted share units ("
RSUs
")
under Westport Fuel Systems' Omnibus Plan.
|
|
(2)
|
Represents the issuance of RSUs under Westport Fuel Systems' Omnibus Plan. Common Shares issued
upon exercise of RSUs have no exercise price. The price per Common Share set forth in the above table is the fair value per Common
Share as of the grant date.
|
MARKET FOR SECURITIES
Our outstanding Common Shares are listed and
posted for trading on the TSX under the trading symbol "WPRT" and on Nasdaq under the trading symbol "WPRT".
The following table sets forth the market price ranges and the aggregate volume of trading of the Common Shares on the TSX and
Nasdaq for the periods indicated. On November 23, 2018, the last completed trading day prior to the date of this Prospectus, the
closing price of the Common Shares listed on the TSX was Cdn.$2.73 per Common Share and U.S.$2.06 as listed on the Nasdaq.
|
|
TSX
|
|
Nasdaq
|
|
|
High
(Cdn.$)
|
|
Low
(Cdn.$)
|
|
Volume
(Shares)
|
|
High
(U.S.$)
|
|
Low
(U.S.$)
|
|
Volume
(Shares)
|
Period
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
November
|
|
|
|
4.92
|
|
|
|
3.43
|
|
|
|
5,077,300
|
|
|
|
3.82
|
|
|
|
2.66
|
|
|
|
26,391,400
|
|
|
December
|
|
|
|
4.85
|
|
|
|
3.21
|
|
|
|
3,100,100
|
|
|
|
3.87
|
|
|
|
2.53
|
|
|
|
21,493,400
|
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January
|
|
|
|
5.44
|
|
|
|
3.48
|
|
|
|
2,216,000
|
|
|
|
4.33
|
|
|
|
2.83
|
|
|
|
18,904,600
|
|
|
February
|
|
|
|
4.12
|
|
|
|
3.35
|
|
|
|
1,587,700
|
|
|
|
3.30
|
|
|
|
2.61
|
|
|
|
14,563,300
|
|
|
March
|
|
|
|
4.00
|
|
|
|
2.72
|
|
|
|
1,728,840
|
|
|
|
3.09
|
|
|
|
2.10
|
|
|
|
15,271,958
|
|
|
April
|
|
|
|
3.18
|
|
|
|
2.71
|
|
|
|
2,410,690
|
|
|
|
2.49
|
|
|
|
2.11
|
|
|
|
11,687,410
|
|
|
May
|
|
|
|
3.98
|
|
|
|
2.97
|
|
|
|
2,038,010
|
|
|
|
3.11
|
|
|
|
2.30
|
|
|
|
17,316,909
|
|
|
June
|
|
|
|
3.64
|
|
|
|
3.17
|
|
|
|
916,350
|
|
|
|
2.77
|
|
|
|
2.43
|
|
|
|
11,047,575
|
|
|
July
|
|
|
|
3.58
|
|
|
|
3.18
|
|
|
|
658,060
|
|
|
|
2.74
|
|
|
|
2.45
|
|
|
|
5,797,407
|
|
|
August
|
|
|
|
4.87
|
|
|
|
3.04
|
|
|
|
1,650,280
|
|
|
|
3.77
|
|
|
|
2.32
|
|
|
|
17,944,672
|
|
|
September
|
|
|
|
4.86
|
|
|
|
3.81
|
|
|
|
1,097,790
|
|
|
|
3.69
|
|
|
|
2.92
|
|
|
|
13,930,011
|
|
|
October
|
|
|
|
4.16
|
|
|
|
2.88
|
|
|
|
977,420
|
|
|
|
3.25
|
|
|
|
2.19
|
|
|
|
12,510,533
|
|
|
November 1 – 23
|
|
|
|
3.72
|
|
|
|
2.70
|
|
|
|
937,200
|
|
|
|
2.83
|
|
|
|
2.05
|
|
|
|
7,284,000
|
|
SELLING SECURITYHOLDERS
This Prospectus may also, from time to time,
relate to the offering of Securities by way of a secondary offering by certain selling securityholders. The terms under which the
Securities will be offered by selling securityholders will be described in the applicable Prospectus Supplement. The Prospectus
Supplement for or including any offering of the Securities by selling securityholders will include, without limitation, where applicable:
(i) the names of the selling securityholders; (ii) the number or amount of our Securities of the class being distributed owned,
controlled or directed by each selling securityholder; (iii) the number or amount of our Securities of the class being distributed
for the account of each selling securityholder; (iv) the number or amount of Securities of any class, to be owned, controlled or
directed by the selling securityholders after the distribution and the percentage that number or amount represents of the total
number of our outstanding Securities; (v) whether the Securities of the class being distributed are owned by the selling securityholders
both of record and beneficially, of record only or beneficially only; (vi) if the selling securityholder purchased the Securities
of the class being distributed within two years preceding the date of the Prospectus Supplement, the date or dates the selling
securityholder acquired the Securities; and (vii) if the selling securityholder acquired the Securities of the class being distributed
in the 12 months preceding the date of the Prospectus, the cost thereof to the securityholder in the aggregate and on a per Security
basis.
RISK FACTORS
Risk factors relating to our business are
discussed in our AIF, our Annual MD&A, and certain other documents incorporated by reference or deemed to be incorporated by
reference into this Prospectus, which risk factors are incorporated by reference into this Prospectus.
Prospective purchasers
of Securities should consider carefully such risk factors, as well as the other information contained in and incorporated by reference
into this Prospectus and, if applicable, in the applicable Prospectus Supplement before purchasing Securities offered hereby. If
any event arising from these risks occurs, our business, prospects, financial condition, results of operations or cash flows, or
your investment in the Securities could be materially adversely affected. You could lose all or part of your investment in the
Securities.
CERTAIN INCOME TAX
CONSIDERATIONS
The applicable Prospectus Supplement may describe
certain Canadian federal income tax consequences which may be applicable to a purchaser of Securities offered
thereunder
,
and may also include a discussion of certain United States federal income tax consequences to the extent applicable. Prospective
investors should consult their own tax advisors prior to deciding to purchase any of the Securities.
LEGAL MATTERS
Unless otherwise specified in the Prospectus
Supplement, certain legal matters relating to the offering of the securities will be passed upon for us by Bennett Jones LLP and
Latham & Watkins LLP. In addition, certain legal matters in connection with any offering of securities will be passed upon
for any underwriters, dealers or agents by counsel to be designated at the time of the offering by such underwriters, dealers or
agents with respect to matters of Canadian and United States law.
As of the date of this Prospectus, to the best
of our knowledge, the partners and associates of Bennett Jones LLP, as a group, and the partners and associates of Latham &
Watkins LLP, as a group, each beneficially own, directly or indirectly, less than 1% of our securities.
AGENT FOR SERVICE OF
PROCESS
N. Gougarty, D. Hancock, A. Harris, C. Johnston,
S. Mackie and P. Yu are directors of the Corporation who reside outside of Canada. Each of these directors has appointed Bennett
Jones LLP, 4500 – 855 2nd Street S.W., Calgary, Alberta T2P 4K7, as their agent for service of process. Prospective investors
are advised that it may not be possible for investors to enforce judgements obtained in Canada against any person that resides
outside of Canada, even if the party has appointed an agent for service of process.
AUDITORS
Our financial statements as at December 31,
2017 and 2016 and for each of the years in the three year period ended December 31, 2017, which are incorporated by reference into
this Prospectus, were audited by KPMG LLP, independent registered public accounting firm, as indicated in their report dated March
22, 2018 which is also incorporated by reference into this Prospectus, and are incorporated herein in reliance upon the authority
of said firm as experts in accounting and auditing in giving said report. KPMG LLP has confirmed with respect to the Corporation,
that they are independent within the meaning of the relevant rules and related interpretations prescribed by the relevant professional
bodies in Canada and any applicable legislation or regulations and also they are independent accountants with respect to the Corporation
under all relevant US professional and regulatory standards.
DOCUMENTS FILED AS
PART OF THE REGISTRATION STATEMENT
The following documents have been filed with
the SEC as part of the registration statement on Form F-10 of which this Prospectus forms a part:
|
·
|
the documents referred to under "Documents Incorporated by Reference" in this Prospectus;
|
|
·
|
the consent of our auditors KPMG LLP;
|
|
·
|
the consent of our Canadian counsel Bennett Jones LLP;
|
|
·
|
the consent of our United States counsel Latham & Watkins LLP;
|
|
·
|
powers of attorney from our directors and officers;
|
|
·
|
Form of Debt Indenture; and
|
|
·
|
Statement of Eligibility under the Trust Indenture Act of 1939 on Form T-1.
|
PURCHASERS' STATUTORY
AND CONTRACTUAL RIGHTS
Securities legislation in certain of the provinces
of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised
within two business days after receipt or deemed receipt of a prospectus, the accompanying prospectus supplement relating to securities
purchased by a purchaser and any amendment thereto. The legislation further provides a purchaser with remedies for rescission or
damages if the prospectus, an accompanying prospectus supplement relating to securities purchased by a purchaser or any amendment
contains a misrepresentation or are not delivered to the purchaser, provided that the remedies for rescission or damages are exercised
by the purchaser within the time limit prescribed by the securities legislation in the purchaser's province. The purchaser should
refer to any applicable provisions of the securities legislation of the purchaser's province for the particulars of these rights
or consult with a legal advisor.
Original purchasers of Debt Securities, Subscription
Receipts, Warrants and Rights (including any of the foregoing contained in any Units), which are convertible into other securities
of the Corporation will have a contractual right of rescission against us in respect of the conversion, exchange or exercise of
such Debt Securities, Subscription Receipts, Warrants and Rights.
The contractual right of rescission will entitle
such original purchasers to receive, in addition to the amount paid on original purchase of the Warrant or Subscription Receipt,
as the case may be, the amount paid upon conversion, exchange or exercise upon surrender of the underlying securities gained thereby,
in the event that this Prospectus (as supplemented or amended) contains a misrepresentation, provided that: (i) the conversion,
exchange or exercise takes place within 180 days of the date of the purchase of the convertible, exchangeable or exercisable security
under this Prospectus; and (ii) the right of rescission is exercised within 180 days of the date of purchase of the convertible,
exchangeable or exercisable security under this Prospectus. This contractual right of rescission will be consistent with the statutory
right of rescission described under section 131 of the
Securities Act
(British Columbia), and is in addition to any other
right or remedy available to original purchasers under section 131 of the
Securities Act
(British Columbia) or otherwise
at law.
Original purchasers are further advised that
in certain provinces the statutory right of action for damages in connection with a prospectus misrepresentation is limited to
the amount paid for the convertible, exchangeable or exercisable security that was purchased under a prospectus, and therefore
a further payment at the time of conversion, exchange or exercise may not be recoverable in a statutory action for damages. The
purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province for the particulars
of these rights, or consult with a legal advisor.
CERTIFICATE OF THE CORPORATION
Dated: November 26, 2018
This short form prospectus, together with the
documents incorporated in this prospectus by reference, will, as of the date of the last supplement to this prospectus relating
to the securities offered by this prospectus and the supplement(s), constitute full, true and plain disclosure of all material
facts relating to the securities offered by this prospectus and the supplement(s) as required by the securities legislation in
the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Prince Edward Island and
Newfoundland and Labrador.
(Signed) "
Nancy S.
Gougarty
"
Chief Executive Officer
|
|
(Signed) "
Michael
J. Willis
"
Chief Financial Officer
|
|
|
|
On behalf of the Board of Directors of
the Corporation
|
|
|
|
(Signed) "
Colin S.
Johnston
"
Director
|
|
(Signed) "
Brenda J.
Eprile
"
Director
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PART II
INFORMATION NOT REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS
INDEMNIFICATION
Section 124 of the
Business Corporations
Act
(Alberta) (the "
ABCA
") provides as follows:
124(1) Except in respect of an action by or
on behalf of the corporation or body corporate to procure a judgment in its favour, a corporation may indemnify a director or officer
of the corporation, a former director or officer of the corporation or a person who acts or acted at the corporation's request
as a director or officer of a body corporate of which the corporation is or was a shareholder or creditor, and the director's or
officer's heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action
or satisfy a judgment, reasonably incurred by the director or officer in respect of any civil, criminal or administrative action
or proceeding to which the director or officer is made a party by reason of being or having been a director or officer of that
corporation or body corporate, if
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(a)
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the director or officer acted honestly and in good faith with a view to the best interests of the
corporation, and
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(b)
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in the case of a criminal or administrative action or proceeding that is enforced by a monetary
penalty, the director or officer had reasonable grounds for believing that the director's or officer's conduct was lawful.
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(2) A corporation may with the approval of the
Court of Queen's Bench of Alberta indemnify a person referred to in subsection (1) in respect of an action by or on behalf
of the corporation or body corporate to procure a judgment in its favour, to which the person is made a party by reason of being
or having been a director or an officer of the corporation or body corporate, against all costs, charges and expenses reasonably
incurred by the person in connection with the action if the person fulfils the conditions set out in subsection (1)(a) and
(b).
(3) Notwithstanding anything in this section,
a person referred to in subsection (1) is entitled to indemnity from the corporation in respect of all costs, charges and
expenses reasonably incurred by the person in connection with the defence of any civil, criminal or administrative action or proceeding
to which the person is made a party by reason of being or having been a director or officer of the corporation or body corporate,
if the person seeking indemnity
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(a)
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was substantially successful on the merits in the person's defence of the action or
proceeding,
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(b)
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fulfils the conditions set out in subsection (1)(a) and (b), and
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(c)
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is fairly and reasonably entitled to indemnity.
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(3.1) A corporation may advance funds to a person
in order to defray the costs, charges and expenses of a proceeding referred to in subsection (1) or (2), but if the person
does not meet the conditions of subsection (3) he or she shall repay the funds advanced.
(4) A corporation may purchase and maintain
insurance for the benefit of any person referred to in subsection (1) against any liability incurred by the person
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(a)
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in the person's capacity as a director or officer of the corporation, except when the liability
relates to the person's failure to act honestly and in good faith with a view to the best interests of the corporation, or
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(b)
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in the person's capacity as a director or officer of another body corporate if the person acts
or acted in that capacity at the corporation's request, except when the liability relates to the person's failure to act honestly
and in good faith with a view to the best interests of the body corporate.
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(5) A corporation or a person referred to in
subsection (1) may apply to the Court of Queen's Bench of Alberta for an order approving an indemnity under this section and
the Court of Queen's Bench of Alberta may so order and make any further order it thinks fit.
(6) On an application under subsection (5),
the Court of Queen's Bench of Alberta may order notice to be given to any interested person and that person is entitled to appear
and be heard in person or by counsel.
Section 7 of the By-laws of the Registrant,
contains the following provisions with respect to indemnification of the Registrant's directors and officers:
7.05 Limitation of Liability
Subject to the ABCA, no director or officer
for the time being of the Registrant shall be liable for the acts, receipts, neglects or defaults if any other director or officer
or employee, or for joining in any receipt or act for conformity, or for any loss, damage or expense happening to the Registrant
through the insufficiency or deficiency of title to any property acquired by the Registrant or for or on behalf of the Registrant
or for the insufficiency or deficiency of any security in or upon which any of the moneys of or belonging to the Registrant shall
be placed or invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person, firm or
corporation including any person, firm or corporation with whom or with which moneys, securities or effects shall be lodged or
deposited for any loss, conversation, misapplication or misappropriation of or any damage resulting from any dealings with moneys,
securities or other assets of or belonging to the Registrant or for any other loss, damage or misfortune whatsoever which may happen
in the execution of the duties of his respective office or trust or in relation thereto unless the same shall happen by or through
his failure to exercise the powers and to discharge the duties of his office honestly and in good faith with a view to the best
interests of the Registrant and through a failure to exercise the care, diligence and skill that a reasonably prudent person would
exercise in comparable circumstances.
7.06 Indemnity
Subject to the ABCA, the Registrant shall indemnify
a director or officer, a former director or officer, and a person who acts or acted at the Registrant's request as a director or
officer of a body corporate of which the Registrant is or was a shareholder or creditor, and his heirs and legal representatives,
against all costs, charges and expenses, including any amount paid to settle an action or satisfy a judgment, reasonably incurred
by him in respect to any civil, criminal or administrative action or proceedings to which he is made a party by reason of being
or having been a director of officer of the Registrant or such body corporate, if:
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(a)
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he acted honestly and in good faith with a view to the best interests of the Registrant; and
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(b)
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in the case of a criminal or administrative action or proceeding that is enforced by a monetary
penalty, he had reasonable grounds for believing that his conduct was lawful.
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7.07 Insurance
The Registrant may, subject to and in accordance
with the ABCA, purchase and maintain insurance for the benefit of any director or officer as such against liability incurred by
him.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933, as amended, may be permitted to directors, officers or persons controlling the Registrant pursuant
to the foregoing provisions, the Registrant has been informed that in the opinion of the SEC such indemnification is against public
policy as expressed in the Act and is therefore unenforceable.
EXHIBITS
Exhibit No.
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Description
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4.1*
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The Annual Information Form dated March 22, 2018, for the year ended December 31, 2017, filed with the SEC as Exhibit 99.1 to the Registrant's Annual Report on Form 40-F filed on March 23, 2018.
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4.2*
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The Management Information Circular dated March 20, 2018 relating to the annual general and special meeting of shareholders held on May 7, 2018, filed with the SEC as Exhibit 99.1 under cover of Form 6-K on April 6, 2018.
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4.3*
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The Audited Consolidated Financial Statements as at December 31, 2017 and December 31, 2016 and for the years ended December 31, 2017, December 31, 2016 and December 31, 2015, together with the notes thereto, and the auditors' reports thereon addressed to our shareholders (as amended), filed with the SEC as Exhibit 99.2 to the Registrant's Annual Report on Form 40-F filed on March 23, 2018.
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4.4*
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The Interim Consolidated Financial Statements as at and for the nine months ended September 30, 2018 and 2017, filed with the SEC as Exhibit 99.2 under cover of Form 6-K on November 8, 2018.
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4.5*
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Management's Discussion and Analysis of financial condition and results of operations dated March 22, 2018, for the year ended December 31, 2017, filed with the SEC as Exhibit 99.3 to the Registrant's Annual Report on Form 40-F filed on March 23, 2018.
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4.6*
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Interim Management's Discussion and Analysis of financial condition and results of operations dated November 8, 2018 for the three and six months ended September 30, 2018, filed with the SEC as Exhibit 99.1 under cover of Form 6-K on November 8, 2018.
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5.1
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Consent of KPMG LLP, independent registered public accounting firm.
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5.2
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Consent of Bennett Jones LLP.
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5.3
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Consent of Latham & Watkins LLP.
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6.1
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Power of Attorney of certain officers and directors of the Registrant (included on signature pages).
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7.1
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Form of Indenture (Statement of Eligibility under the Trust Indenture Act of 1939 on Form T-1 if debt securities are to be offered by a Prospectus Supplement to this registration statement).
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*
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Previously filed or furnished to the SEC.
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PART III
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
Item 1. Undertaking
The Registrant undertakes to make available, in person or by telephone,
representatives to respond to inquiries made by the SEC staff, and to furnish promptly, when requested to do so by the SEC staff,
information relating to the securities registered pursuant to Form F-10 or to transactions in said securities.
Item 2. Consent to Service of Process
Concurrently with the filing of this registration statement on Form
F-10, the Registrant is filing with the SEC a written irrevocable consent and power of attorney on Form F-X.
Any change to the name and address of the agent for service of the
Registrant will be communicated promptly to the SEC by amendment to Form F-X referencing the file number of this registration statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-10 and
has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Vancouver, Province of British Columbia, Canada, on November 26, 2018.
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Westport Fuels Systems Inc.
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/s/ Nancy S. Gougarty
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Nancy S. Gougarty
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Chief Executive Officer
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POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Nancy S. Gougarty, and Michael J. Willis, and each of them, either of whom may act without the joinder of the other, as his true
and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for such person and in each person's
name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this
Registration Statement and registration statements filed pursuant to Rule 429 under the Securities Act, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, each acting alone, or their substitute or substitutes may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the dates indicated.
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/s/ Nancy S. Gougarty
Nancy S. Gougarty
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Chief Executive Officer and Director
(Principal Executive Officer)
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November 26, 2018
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/s/ Michael J. Willis
Michael J. Willis
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Chief Financial Officer
(Principal Financial Officer)
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November 26, 2018
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/s/ Jim MacCallum
Jim McCallum
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Vice President, Corporate Controller
(Principal Accounting Officer)
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November 26, 2018
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/s/ Brenda J. Eprile
Brenda J. Eprile
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Chairman and Director
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November 26, 2018
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/s/ Michele J. Buchignani
Michele J. Buchignani
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Director
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November 26, 2018
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/s/ Daniel M. Hancock
Daniel M. Hancock
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Director
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November 26, 2018
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/s/ Anthony Harris
Anthony Harris
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Director
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November 26, 2018
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/s/ Colin Johnston
Colin Johnston
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Director
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November 26, 2018
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/s/ Scott Mackie
Scott Mackie
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Director
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November 26, 2018
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/s/ Wade Nesmith
Wade Nesmith
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Director
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November 26, 2018
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/s/ Rodney T. Nunn
Rodney T. Nunn
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Director
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November 26, 2018
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/s/ Peter M. Yu
Peter M. Yu
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Director
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November 26, 2018
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AUTHORIZED REPRESENTATIVE
IN THE UNITED STATES
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/s/ Michael J. Willis
Michael J. Willis
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Authorized Representative in the United States
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November 26, 2018
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III-3
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