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 ("Common Shares") of the Corporation (the "Offering Common
Shares") and private placement (the "Concurrent Private Placement")
of Common Shares (the "Private Placement Common Shares") for
aggregate gross proceeds of approximately $920 million.
The Corporation issued from treasury 3,031,400
Offering Common Shares, including 395,400 Offering Common Shares
issued as a result of the exercise of the over-allotment option
granted to the syndicate of underwriters (the "Underwriters")
co-led by CIBC Capital Markets, National Bank Financial Inc. and
RBC Capital Markets at a price of $151.75 per Offering Common Share
for aggregate gross proceeds of approximately $460 million.
In addition, the Corporation issued 3,032,550
Private Placement Common Shares at a price of $151.75 per Private
Placement Common Share by way of a Concurrent Private Placement
with GIC Pte. Ltd. ("GIC"), Caisse de dépôt et placement du Québec
("CDPQ") and a subsidiary of Canada Pension Plan Investment Board
("CPP Investments") for aggregate gross proceeds to the Corporation
of approximately $460 million, which includes 395,550 Private
Placement Common Shares issued pursuant to the exercise in full of
the additional subscription options. CDPQ now beneficially owns, or
exercises control or direction over, directly or indirectly, an
aggregate of 22,483,722 Common Shares, representing 18.1% of the
issued and outstanding Common Shares, and CPP Investments now
beneficially owns, or exercises control or direction over, directly
or indirectly, an aggregate of 18,217,889 Common Shares,
representing 14.7% of the issued and outstanding Common Shares.
GIC, CDPQ and CPP Investments have undertaken to have all of their
Private Placement Common Shares enrolled in the Corporation’s
dividend reinvestment plan for all dividends for which the record
date is on or before September 30, 2023.
WSP intends to use the net proceeds from the
Offering and the Concurrent Private Placement to fund in part the
purchase price payable in respect of its previously announced
acquisition of RPS Group plc (and related costs and expenses) as a
means of re-balancing the Corporation’s capital structure and
accordingly reduce amounts to be advanced, or repay amounts
advanced, under the credit facilities entered into by the
Corporation to fund the purchase price for such acquisition.
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 of 1933 (as amended, 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.
ABOUT WSPAs one of the world’s
leading professional services firms, WSP exists to future-proof our
cities and environment. We provide strategic advisory, engineering,
and design services to clients in the transportation,
infrastructure, environment, building, power, energy, water,
mining, and resources sectors. Our 57,500 trusted professionals are
united by the common purpose of creating positive, long-lasting
impacts on the communities we serve through a culture of
innovation, integrity, and inclusion. Sustainability and science
permeate our work. WSP derived about half of its $10.3B (CAD) 2021
revenues from clean sources. The Corporation’s shares are listed on
the Toronto Stock Exchange (TSX: WSP). To find out more, visit
wsp.com
ABOUT GICGIC is a leading
global investment firm established in 1981 to secure Singapore’s
financial future. As the manager of Singapore’s foreign reserves,
GIC takes a long-term, disciplined approach to investing and is
uniquely positioned across a wide range of asset classes and active
strategies globally. These include equities, fixed income, real
estate, private equity, venture capital and infrastructure. Its
long-term approach, multi-asset capabilities and global
connectivity enable it to be an investor of choice. GIC seeks to
add meaningful value to its investments. Headquartered in
Singapore, GIC has a global talent force of over 1,900 people in 11
key financial cities and has investments in over 40 countries. For
more information on GIC, please visit www.gic.com.sg.
ABOUT CDPQCDPQ invests
constructively to generate sustainable returns over the long term.
As a global investment group managing funds for public retirement
and insurance plans, CDPQ works alongside its partners to build
enterprises that drive performance and progress. CDPQ is active in
the major financial markets, private equity, infrastructure, real
estate and private debt. As at December 31, 2021, CDPQ’s net assets
totalled CAD 419.8 billion. For more information, visit cdpq.com,
follow CDPQ on Twitter or consult CDPQ’s Facebook or LinkedIn
pages. CDPQ is a registered trademark owned by Caisse de dépôt et
placement du Québec and licensed for use by its subsidiaries.
ABOUT CPP INVESTMENTSCanada
Pension Plan Investment Board (CPP Investments™) is a professional
investment management organization that manages the Fund in the
best interest of the 21 million contributors and beneficiaries of
the Canada Pension Plan. In order to build diversified portfolios
of assets, investments are made around the world in public
equities, private equities, real estate, infrastructure and fixed
income. Headquartered in Toronto, with offices in Hong Kong,
London, Luxembourg, Mumbai, New York City, San Francisco, São Paulo
and Sydney, CPP Investments is governed and managed independently
of the Canada Pension Plan and at arm’s length from governments. At
June 30, 2022, the Fund totalled $523 billion. For more
information, please visit www.cppinvestments.com or follow CPP
Investments on LinkedIn, Facebook or Twitter.
FORWARD-LOOKING STATEMENTSThis
press release contains information or statements that are or may be
“forward-looking statements” within the meaning of applicable
Canadian securities laws. When used in this press release, the
words “may”, “will”, “should”, “expect”, “plan”, “anticipate”,
“believe”, “estimate”, “predict”, “forecast”, “project”, “intend”,
“target”, “potential”, “continue” or the negative of these terms or
terminology of a similar nature as they relate to the Corporation
are intended to identify forward-looking statements.
Forward-looking statements in this press release include, without
limitation, those information and statements related to the
intended use of proceeds of the Offering and the Concurrent Private
Placement. Although the Corporation believes that the expectations
and assumptions on which such forward-looking statements are based
are reasonable, undue reliance should not be placed on the
forward-looking statements since no assurance can be given that
they will prove to be 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 in the “Risk Factors”
section of WSP’s Management’s Discussion and Analysis for the year
ended December 31, 2021, and WSP's Management’s Discussion and
Analysis for the six-month period ended July 2, 2022, which are
available under WSP’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.
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.com
Phone: 438-843-7317
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