/NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
Caribbean Utilities Company, Ltd. is listed for trading in
United States dollars on the
Toronto Stock Exchange under the trading symbol "CUP.U".
GRAND
CAYMAN, Cayman
Islands, Nov. 4, 2024 /CNW/ - Caribbean Utilities
Company, Ltd. (TSX: CUP.U) ("CUC" or the "Company") announced today
that it has successfully completed its previously announced rights
offering (the "Offering"), which expired at 4:00 p.m. (Toronto time) on October 31, 2024. Following completion of the
Offering, the Company has 42,045,283 Class A Ordinary shares (the
"Class A Ordinary Shares") issued and outstanding.
Upon closing of the Offering, the Company issued 3,822,298 Class
A Ordinary Shares at a price of US$13.41 per Class A Ordinary Share for aggregate
gross proceeds of US$51,257,016.18.
Pursuant to the terms of the Offering, each eligible holder of
Class A Ordinary Shares (each, a "Shareholder") was entitled to
subscribe for 0.10 of a Class A Ordinary Share for every right held
by such Shareholder.
The Company intends to use the net proceeds of the Offering to
finance alternative energy projects, ongoing additions and upgrades
to CUC's generation, transmission, and distribution systems, and
for general corporate purposes.
Pursuant to the Offering, the Company issued 2,729,142 Class A
Ordinary Shares under the basic subscription privilege, of which
2,225,323 Class A Ordinary Shares were issued to insiders
(including 2,220,422 Class A Ordinary Shares issued to Fortis
Energy Caribbean Inc. ("FECI" or the "Stand-By Purchaser"), a
wholly-owned subsidiary of Fortis Inc., the Company's controlling
Shareholder). The Company issued 166,377 Class A Ordinary Shares
under the additional subscription privilege, of which no Class A
Ordinary Shares were issued to insiders. The remaining 926,779
Class A Ordinary Shares were issued by the Company to the Stand-By
Purchaser pursuant to the terms of the stand-by purchase agreement
dated September 20, 2024 entered into
between the Company and the Stand-By Purchaser (the "Stand-By
Commitment").
Following completion of the Offering, FECI owns approximately
60% of the issued and outstanding Class A Ordinary Shares on a
non-diluted basis, which percentage holding increased by
approximately 2% as a result of the Offering. No fee was payable by
the Company to FECI in respect of the Stand-By Commitment. The
Company agreed to pay the reasonable fees and out-of-pocket
expenses of FECI in connection with the negotiation and execution
of the Stand-By Agreement. A copy of the early warning report filed
by the Stand-By Purchaser on September 20,
2024 is available on the Company's profile at
www.sedarplus.ca
To the knowledge of the Company after reasonable inquiry, no
person that was not an insider of the Company before the Offering
became an insider as a result of the Offering. As soon as
practicable, the Company will disclose the number of Class A
Ordinary Shares issued under the Offering to any other insiders of
the Company under the basic subscription privilege and the
additional subscription privilege, to the knowledge of the Company
after reasonable inquiry, as required by applicable securities
laws.
Richard Hew, President and Chief
Executive Officer of CUC commented "We are pleased to complete this
offering with the support of our existing Class A Ordinary
shareholders, including the standby commitment made by FECI. We
welcome this engagement by our shareholders and the completion of
the offering which provides the strong financial base
necessary to expand and improve our infrastructure, including
sustainability and efficiency projects".
About CUC
The principal activity of the Company is to generate, transmit
and distribute electricity in its licence area of Grand Cayman, Cayman
Islands, pursuant to a 20-year Transmission &
Distribution ("T&D") Licence and a 25-year non-exclusive
Generation Licence (the "Generation License" and together with the
T&D Licence, the "Licences") granted by the Cayman Islands
Government (the "Government", "CIG"). The T&D Licence, which
expires in April 2028, contains
provisions for an automatic 20-year renewal and the Company has
reasonable expectation of renewal until April 2048. The Generation Licence expires in
November 2039. Further information is
available at www.cuc-cayman.com.
Cautionary Statement Regarding Forward-Looking
Statements
Caribbean Utilities Company, Ltd. ("CUC" or "the Company"), on
occasion, includes forward-looking statements in its media
releases, Canadian securities regulatory authorities filings,
shareholder reports and other communications. Forward-looking
statements include statements that are predictive in nature, depend
upon future events or conditions, or include words such as
"expects", "anticipates", "plan", "believes", "estimates",
"intends", "targets", "projects", "forecasts", "schedule", or
negative versions thereof and other similar expressions, or future
or conditional verbs such as "may", "will", "should", "would" and
"could". The forward-looking statements contained in this news
release include, but are not limited to, the intended use of
proceeds of the Offering. Forward-looking statements are based on
underlying assumptions and management's beliefs, estimates and
opinions, and are subject to certain risks and uncertainties
surrounding future expectations generally that may cause actual
results to vary from plans, targets and estimates. Such risks and
uncertainties include but are not limited to operational, general
economic, market and business conditions, regulatory developments
and weather conditions. CUC cautions readers that actual results
may vary significantly from those expected should certain risks or
uncertainties materialize or should underlying assumptions prove
incorrect. Forward-looking statements are provided for the
purpose of providing information about management's current
expectations and plans relating to the future. Readers are
cautioned that such information may not be appropriate for other
purposes. The Company disclaims any intention or obligation to
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise except as
required by law.
SOURCE Caribbean Utilities Company, Ltd.