/NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO UNITED STATES NEWSWIRES/
OAKVILLE, ON, Sept. 19, 2019 /CNW/ - Spark Power Group
Inc. (TSX: SPG) (SPG.WT), parent company of Spark Power Corp.
("Spark Power", "Spark" or the "Company"), a
leading independent provider of end-to-end electrical contracting,
operations and maintenance services, and energy sustainability
solutions to the industrial, commercial, utility, and renewable
asset markets across North America is pleased to announce that
it is filing today a notice of rights offering (the
"Notice") and rights offering circular (the
"Circular") in respect of an offering (the "Rights
Offering") of rights ("Rights") to acquire
common shares of the Company ("Common Shares") to raise
gross proceeds of up to C$6,000,000. Spark intends to use the net
proceeds of the Rights Offering to repay a portion of the
indebtedness outstanding under the revolving credit line under the
Company's credit facility.
Pursuant to the Rights Offering, each holder of Common Shares of
record as at the close of business on September 26, 2019 (the
"Record Date") will receive one Right for each Common
Share held. Each Right will entitle the holder to subscribe
for 0.135789272 of a Common Share at a
subscription price (the "Subscription Price") of
C$0.96 per whole Common
Share (the "Basic Subscription Privilege"). The
Subscription Price represents an approximate 20% discount to the
five-day volume-weighted average trading price of the Common Shares
on the Toronto Stock Exchange (the "TSX") prior to the
date hereof.
The Rights will trade on the Toronto Stock Exchange under
the symbol "SPG.RT" commencing on September 25, 2019 and until
12:00 noon (Toronto time) on
October 29, 2019 at which time they
will be halted from trading. The Rights will expire at
5:00 p.m. (Toronto time) (the "Expiry Time") on
October 29, 2019, after which time
unexercised Rights will be void and of no value.
Holders of Rights who fully exercise their Rights under
their Basic Subscription Privilege will also be
entitled to subscribe for additional Common Shares, on a pro
rata basis, if available as a result of unexercised Rights
prior to the Expiry Time (the "Additional Subscription
Privilege"), subject to certain limitations as set out in
the Circular.
The Company currently has 46,027,200 Common Shares issued and
outstanding. If all Rights issued under the Rights Offering
are validly exercised, an additional 6,250,000 Common
Shares will be issued. Certain insiders of the Company,
including each of Jason Sparaga, Andrew Clark and
Eric Waxman, have advised the
Company that they intend to exercise their full Basic
Subscription Privilege (other than in respect of Rights controlled
by such insiders and held by Spark Power Holdings Limited
Partnership and Spark Power Holdings II Limited Partnership)), and
may also exercise Rights under the Additional Subscription
Privilege, if applicable. The full Basic Subscription
Privilege of these insiders (excluding in respect of Rights
controlled by such insiders and held Spark Power Holdings Limited
Partnership and Spark Power Holdings II Limited Partnership)
represents 2,944,805 Common Shares or approximately 47.1% of
the Common Shares offered under the Rights Offering.
Complete details of the Rights Offering will be set out in the
Circular, the Notice and the Notice to Ineligible Shareholders
which will be available under Spark's profile on SEDAR at
www.sedar.com. The Notice and accompanying rights certificate
("Rights Certificate") will be mailed to each registered
shareholder of the Company resident in the Eligible Jurisdictions
(as defined below) as at the Record Date. Registered shareholders
who wish to exercise their Rights must forward the completed
Rights Certificate, together with the applicable funds, to the
rights agent, TSX Trust Company, on or before the Expiry Time.
Shareholders who own their Common Shares through an intermediary,
such as a bank, trust company, securities dealer or broker, will
receive materials and instructions from their intermediary.
The Rights Offering will be conducted only in the provinces and
territories of Canada (the
"Eligible Jurisdictions"). Accordingly, and subject to the
detailed provisions of the Circular, Rights will not be delivered
to, nor will they be exercisable by, persons resident outside of
the Eligible Jurisdictions unless such holders can establish that
the transaction is exempt under applicable legislation. Rather,
such Rights may be sold on their behalf. If you are a holder of
Common Shares and reside outside of Canada please review the Notice, the Circular
and the Notice to Ineligible Shareholders to determine your
eligibility and the process and timing requirements to receive and
exercise your Rights. The Company requests that any ineligible
shareholder interested in exercising their Rights contact the
Company at their earliest convenience.
Neither the Rights being offered or the Common Shares issuable
upon exercise of the Rights have been or will be registered under
the United
States Securities Act of 1933, as amended,
and may not be exercised, offered or sold, as applicable, in
the United States absent
registration or an applicable exemption from the registration
requirements. This news release shall not constitute an offer to
sell or the solicitation of an offer to buy the securities of the
Company. There shall be no offer or sale of these securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification of such
securities under the laws of any such jurisdiction.
Completion of the Rights Offering is subject to regulatory
approval, including the approval of the TSX.
About Spark Group Inc.
Spark Power Corp ("Spark Power") is the leading independent
provider of end-to-end electrical contracting, operations and
maintenance services, and energy sustainability solutions to the
industrial, commercial, utility, and renewable asset markets in
North America. We work to earn the
right to be our customers' Trusted Partner in Power™.
Our highly skilled and dedicated people, knowledge of the power
industry, distributed branch model, and commitment to safety
ensures we deliver the right solutions that keep our customers'
operations up and running today and better equipped for tomorrow.
Learn more at www.sparkpowercorp.com.
Forward-Looking Statements
This news release contains statements which constitute
"forward-looking information" within the meaning of applicable
securities laws, including statements regarding the plans,
intentions, beliefs and current expectations of the Company with
respect to future business activities and operating performance.
Forward-looking information is often identified by words such as
"believe", "anticipate", "project", "expect", "intend", "plan",
"will", "may", "estimate" and other similar
expressions and includes information
regarding the completion of the Rights Offering, the
anticipated use of proceeds from the Rights Offering and the
intention of Messrs. Sparaga, Clark and Waxman to participate in
the Rights Offering. Investors are cautioned that forward-looking
information is not based on historical fact but instead reflects
management's expectations, estimates or projections concerning
future results or events based on the opinions, assumptions and
estimates of management considered reasonable at the date the
statements are made. Although the Company believes that the
expectations reflected in such forward-looking information are
reasonable, such information involves risks and uncertainties, and
undue reliance should not be placed on such information, as unknown
or unpredictable factors could have material adverse effects on
future results, performance or achievements of the Company. Among
the key factors that could cause actual results to differ
materially from those projected in the forward-looking information
are the following: risks that the Rights Offering may not be
completed for any reason, risks related to the receipt of final
approval from the Toronto Stock Exchange in respect of the
Rights Offering and the timing thereof, and the risk factors set
out in the Company's AIF, filed with Canadian securities regulators
and available on the Company's profile on SEDAR at
www.sedar.com. Should one or more of these risks or
uncertainties materialize, or should assumptions underlying the
forward-looking information prove incorrect, actual results may
vary materially from those described herein as intended, planned,
anticipated, believed, estimated or expected. Although the Company
has attempted to identify important risks, uncertainties and
factors that could cause actual results to differ materially, there
may be others that cause results not to be as anticipated,
estimated or intended. The Company does not intend, and does not
assume any obligation, to update this forward-looking information
except as otherwise required by applicable law.
SOURCE Spark Power Group Inc.