STAMFORD, CONNECTICUT--(Marketwired - June 5, 2015) -
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Crius Energy Trust (the "Trust" or "KWH") (TSX:KWH.UN) announces that it has increased its previously announced "bought-deal" financing to 5,900,000 units ("Units") of the Company. A syndicate of underwriters co-led by Cormark Securities Inc., Scotiabank and RBC Capital Markets and including Desjardins Securities Inc. and Mackie Research Capital Corporation (collectively, the "Underwriters") has agreed to buy and sell to the public an additional 1,400,000 Units of the Company at a price of C$6.80 per Unit for additional gross proceeds to the Company of C$9,520,000. Total gross proceeds of the Offering are now C$40,120,000 (the "Offering").
The Underwriters will also have the option, exercisable in whole or in part at any time up to 30 days after the closing of the Offering, to purchase up to an additional 885,000 Units of the Trust. In the event that the option is exercised in its entirety, the aggregate gross proceeds of the Offering will be C$46,138,000. Closing of the Offering is expected to occur on or about July 2, 2015 and is subject to regulatory approval including that of the Toronto Stock Exchange.
The net proceeds of the Offering will be used by the Trust to make an additional indirect investment in Crius Energy Corporation ("US Holdco") through a capital contribution, loan or a combination thereof to enable US Holdco to purchase membership units ("LLC Units") of Crius Energy, LLC (the "Company") from certain existing holders of LLC Units (the "LLC Acquisition") and for general corporate purposes. Upon completion of the LLC Acquisition, the Trust will hold a minimum 42.7% indirect ownership interest in the Company. At present, the Trust indirectly owns 26.8% of the Company.
The Units to be issued under the Offering will be offered by way of a short form prospectus in all provinces in Canada, except Quebec, and in the United States on a private placement basis pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended, and certain other jurisdictions.
This news release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the Unites States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.
About Crius Energy
Crius Energy Trust was established to provide investors with a distribution-producing investment through its ownership interest in Crius Energy, LLC. With approximately 800,000 residential customer equivalents, Crius Energy, LLC is a comprehensive energy solutions partner that provides electricity, natural gas and solar products to residential and commercial customers. Crius Energy, LLC connects with energy customers through an innovative family-of-brands strategy and multi-channel marketing approach. This unique combination creates multiple access points to a broad suite of energy products and services that make it easier for consumers to make informed decisions about their energy needs. Crius Energy, LLC currently sells energy products in 20 states and the District of Columbia with plans to continue expanding its geographic reach.
The Trust intends to continue to qualify as a "mutual fund trust" under the Income Tax Act (Canada) (the "Tax Act"). The Trust will not be a "SIFT trust" (as defined in the Tax Act), provided that the Trust complies at all times with its investment restriction which precludes the Trust from holding any "non-portfolio property" (as defined in the Tax Act). Material information pertaining to the Trust may be found on http://www.sedar.com or www.criusenergytrust.ca.
Caution Regarding Forward-Looking Information
This news release contains forward-looking information that involves substantial known and unknown risks and uncertainties, most of which are beyond the control of the Trust, including, without limitation, those listed under "Risk Factors" and "Forward-Looking Statements" in the Trust's Annual Information Form dated March 25, 2015 (collectively, "forward-looking information"). Forward-looking information in this news release includes, but is not limited to, statements with respect to the closing of the Offering and the over-allotment option, the use of proceeds of the Offering and the Trust's objectives and status as a mutual fund trust and not a SIFT trust. The Trust cautions investors of the Trust's securities about important factors that could cause the Trust's actual results to differ materially from those projected in any forward-looking statements included in this news release. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and may be forward-looking and may involve estimates, assumptions and uncertainties which could cause actual results or outcomes to differ materially from those expressed in such forward-looking statements. No assurance can be given that the expectations set out in this news release will prove to be correct and accordingly, prospective investors should not place undue reliance on these forward-looking statements. These statements speak only as of the date of this news release and the Trust does not assume any obligation to update or revise them to reflect new events or circumstances.
Neither the Toronto Stock Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Toronto Stock Exchange) accepts responsibility for the adequacy or accuracy of this release.