WSP Global Inc. (TSX: WSP) (“WSP” or the “Corporation”) is
pleased to announce that it has completed today its previously
announced bought deal public offering (the “Offering”) of common
shares (the “Common Shares”) of the Corporation (the “Offering
Common Shares”) and private placement (the “Concurrent Private
Placement”) of Common Shares (the “Placement Common Shares”) for
aggregate gross proceeds of approximately $572 million.
The Corporation issued from treasury 5,842,000
Offering Common Shares, including the 762,000 Offering Common
Shares issued as a result of the full exercise of the
over-allotment option granted to the syndicate of underwriters
co-led by CIBC Capital Markets, National Bank Financial Inc. and TD
Securities Inc. at a price of $86.00 per Offering Common Share, for
aggregate gross proceeds of approximately $502 million.
In addition, the Corporation issued an aggregate
of 817,200 Placement Common Shares, at a price of $86.00 per
Placement Common Share, through the Concurrent Private Placement
with Caisse de dépôt et placement du Québec (“CDPQ”) and a
subsidiary of Canada Pension Plan Investment Board (“CPP
Investments”), for aggregate gross proceeds of approximately $70
million, which includes 76,200 Placement Common Shares issued
pursuant to the exercise by CDPQ of its additional subscription
option in connection with the exercise of the underwriters’
over-allotment option. CDPQ now beneficially owns, exercises
control or direction over, directly or indirectly, an aggregate of
20,769,048 Common Shares, representing 18.4% of the issued and
outstanding Common Shares, and CPP Investments now
beneficially owns, exercises control or direction over, directly or
indirectly, an aggregate of 21,344,068 Common Shares, representing
18.9% of the issued and outstanding Common Shares. Both CDPQ and
CPP Investments have undertaken to have all of the Common
Shares held by them (including the Placement Common Shares)
participate in the Corporation’s dividend reinvestment plan (the
“DRIP”) and to have such Common Shares enrolled in the DRIP for all
dividends for which the record date is on or before June 30,
2021.
WSP intends to use the net proceeds of the
Offering and the Concurrent Private Placement for general corporate
purposes as well as to fund future acquisition opportunities.
Pending such use, WSP intends to repay indebtedness outstanding
under its credit facilities, which may be withdrawn again as
opportunities arise.
Copies of documents relating to the Offering and
the Concurrent Private Placement, such as the short form base shelf
prospectus of the Corporation, the prospectus supplement of the
Corporation qualifying the distribution of the Offering Common
Shares and the subscription agreements in respect of the Concurrent
Private Placement are available under WSP’s profile on SEDAR at
www.sedar.com.
No securities regulatory authority has either
approved or disapproved the contents of this press release. The
Offering Common Shares have not been, and will not be, registered
under the U.S. Securities Act, or any state securities laws.
Accordingly, the Offering Common Shares may not be offered or sold
within the United States unless registered under the U.S.
Securities Act and applicable state securities laws or pursuant to
exemptions from the registration requirements of the U.S.
Securities Act and applicable state securities laws. This press
release shall not constitute an offer to sell or the solicitation
of an offer to buy, nor shall there be any sale of the Offering
Common Shares in any jurisdiction in which such offer, solicitation
or sale would be unlawful.
FORWARD-LOOKING STATEMENTSThis
press release contains forward-looking information within the
meaning of applicable securities laws. All information and
statements other than statements of historical facts contained in
this press release are forward-looking information. These
statements are “forward-looking” because they are based on current
expectations, estimates, assumptions, risks and uncertainties.
These forward-looking statements are typically identified by future
or conditional verbs or words such as “may”, “could”, “will”,
“outlook”, “believe”, “anticipate”, “estimate”, “project”,
“expect”, “intend”, “plan” and terms and expressions of similar
import. Such forward-looking information may include, without
limitation, statements with respect to the use of proceeds from the
sale of securities under the Offering and the Concurrent Private
Placement, and estimates, plans, expectations, opinions, forecasts,
projections, guidance or other statements that are not statements
of facts. Although WSP believes that the expectations reflected in
such forward-looking statements are reasonable, it can give no
assurance that such expectations will prove to have been correct.
These statements are subject to certain risks and uncertainties and
may be based on assumptions that could cause actual results to
differ materially from those anticipated or implied in the
forward-looking statements. These risks and uncertainties are
described in section 18, “Risk Factors”, of the Corporation’s
Management’s Discussion and Analysis for the first quarter ended
March 28, 2020, which is available on the Corporation’s website at
www.wsp.com/investors and under the Corporation’s profile on
SEDAR at www.sedar.com.
The forward-looking information contained herein
is expressly qualified in its entirety by this cautionary
statement. The forward-looking information contained herein is made
as of the date of this press release, and the Corporation
undertakes no obligation to publicly update such forward-looking
information to reflect new information, subsequent or otherwise,
unless required by applicable securities laws.
ABOUT WSPAs one of the world’s
leading professional services firms, WSP provides engineering and
design services to clients in the Transportation &
Infrastructure, Property & Buildings, Environment, Power &
Energy, Resources and Industry sectors, as well as offering
strategic advisory services. WSP’s global experts include
engineers, advisors, technicians, scientists, architects, planners,
environmental specialists and surveyors, in addition to other
design, program and construction management professionals. Our
talented people are well positioned to deliver successful and
sustainable projects, wherever clients need us. wsp.com.
Not for distribution to U.S. Newswire services or
for dissemination in the United States
FOR ADDITIONAL INFORMATION, PLEASE
CONTACT:
Alain Michaud
Chief Financial OfficerWSP Global
Inc.alain.michaud@wsp.comPhone: 438-843-7317
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