Fortis Inc. Announces $150 Million Bought Deal Offering of Series J First Preference Shares
November 01 2012 - 9:24AM
Marketwired Canada
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED
STATES
Fortis Inc. ("Fortis" or the "Corporation") (TSX:FTS) has today entered into an
agreement with a syndicate of underwriters led by BMO Capital Markets and RBC
Capital Markets under which the underwriters have agreed to purchase, on a
bought deal basis, 6,000,000 Cumulative Redeemable First Preference Shares,
Series J (the "Preference Shares") for sale to the public at a price of $25.00
per Preference Share, representing aggregate gross proceeds of $150 million.
Fortis has granted the underwriters an underwriters' option to purchase an
additional 2,000,000 Preference Shares at the same offering price. Should the
underwriters' option be fully exercised, the total gross proceeds of the
Preference Share offering will be $200 million.
Holders of Preference Shares will be entitled to receive a cumulative quarterly
fixed dividend of 4.75% per annum, if, as and when declared by the Board of
Directors of the Corporation payable (other than the first dividend payment) in
equal quarterly installments on the first day of March, June, September and
December of each year. Assuming a closing date of November 13, 2012, the first
dividend will be payable on March 1, 2013 in the amount of $0.35137 per
Preference Share.
The Preference Shares are not redeemable prior to December 1, 2017. On or after
December 1, 2017, the Corporation may, on not less than 30 nor more than 60
days' notice, redeem the Preference Shares in whole or in part, at the
Corporation's option, by the payment in cash of $26.00 per Preference Share if
redeemed prior to December 1, 2018, at $25.75 per Preference Share if redeemed
on or after December 1, 2018 but prior to December 1, 2019, at $25.50 if
redeemed on or after December 1, 2019 but prior to December 1, 2020, at $25.25
if redeemed on or after December 1, 2020 but prior to December 1, 2021 and at
$25.00 per Preference Share if redeemed on or after December 1, 2021, in each
case together with all declared and unpaid dividends up to but excluding the
date fixed for redemption.
The Preference Share offering is expected to close on November 13, 2012. The
Offering is subject to the receipt of all necessary regulatory and stock
exchange approvals. The net proceeds from the issue will be used towards
repaying borrowings under the Corporation's $1 billion committed corporate
credit facility, which borrowings were primarily incurred to support the
construction of the non-regulated Waneta-Expansion hydroelectric generating
facility and for other general corporate purposes.
The securities offered have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold in the United
States absent registration or an applicable exemption from the registration
requirements. This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any offer, solicitation or
sale of the securities in any state in which such offer, solicitation or sale
would be unlawful.
About Fortis
Fortis is the largest investor-owned distribution utility in Canada, with total
assets of more than $14 billion and fiscal 2011 revenue totaling approximately
$3.7 billion. The Corporation serves more than 2,000,000 gas and electricity
customers. Its regulated holdings include electric distribution utilities in
five Canadian provinces and two Caribbean countries and a natural gas utility in
British Columbia, Canada. Fortis owns and operates non-regulated generation
assets across Canada and in Belize and Upstate New York. It also owns hotels
across Canada and commercial office and retail space primarily in Atlantic
Canada. The Corporation's common shares are listed on the Toronto Stock Exchange
and trade under the symbol FTS. Additional information can be accessed at
www.fortisinc.com or www.sedar.com.
Fortis includes forward-looking information in this material within the meaning
of applicable securities laws in Canada ("forward-looking information"). The
purpose of the forward-looking information is to provide management's
expectations regarding the Corporation's future growth, results of operations,
performance, business prospects and opportunities, and it may not be appropriate
for other purposes. All forward-looking information is given pursuant to the
safe harbour provisions of applicable Canadian securities legislation. The words
"anticipates", "believes", "budgets", "could", "estimates", "expects",
"forecasts", "intends", "may", "might", "plans", "projects", "schedule",
"should", "will", "would" and similar expressions are often intended to identify
forward-looking information, although not all forward-looking information
contains these identifying words. The forward-looking information, including the
expectation that the offering will close on November 13, 2012 and the
expectation that the net proceeds of the offering will be used to repay
borrowings as described, reflects management's current beliefs and is based on
assumptions developed using information currently available to the Corporation's
management. Although Fortis believes that the forward-looking statements are
based on information and assumptions which are current, reasonable and complete,
these statements are necessarily subject to a variety of risks and
uncertainties. For additional information on risk factors that have the
potential to affect the Corporation, reference should be made to the
Corporation's continuous disclosure materials filed from time to time with
Canadian securities regulatory authorities and to the heading "Business Risk
Management" in the Corporation's annual and quarterly Management Discussion and
Analysis and the "Risk Factors" section of the Annual Information Form. Except
as required by law, the Corporation undertakes no obligation to revise or update
any forward-looking information as a result of new information, future events or
otherwise after the date hereof.
FOR FURTHER INFORMATION PLEASE CONTACT:
Fortis Inc.
Mr. Barry V. Perry
Vice President, Finance and Chief Financial Officer
(709) 737.2800
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