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PHOENIX, AZ, Dec. 17 /CNW/ - GWR Global Water Resources Corp. ("Global Water") announced today that it has filed its final prospectus with the securities regulatory authorities in each of the provinces and territories of Canada in connection with the initial public offering (the "Offering") of 8,185,000 Common Shares of Global Water ("Common Shares") at a price of C$7.50 per Common Share for gross proceeds of C$61,387,500. An aggregate of 5,658,784 Common Shares (the "Firm Shares") are offered on an underwritten basis and the remaining 2,526,216 Common Shares (the "Agency Shares") are offered on a best efforts agency basis, both through the syndicate of underwriters. In addition, the underwriters of the Offering have been granted an option to purchase an additional 1,227,750 Common Shares at the same price to cover overallotments, if any, and for market stabilization purposes. If the overallotment option is exercised in full, gross proceeds of the Offering will be C$70,595,625.
Global Water is a corporation that was formed to acquire a minority interest in Global Water Resources, Inc. (''GWRI''). On closing of the Offering, Global Water will acquire an approximate 46.4% interest in GWRI (49.9% if the over-allotment option is exercised in full), with the remaining interest being held by the existing shareholders of GWRI, including management. GWRI is a leading water resource management and technology company that owns and operates water, wastewater and recycled water utilities in strategically located communities, principally in metropolitan Phoenix, Arizona, and provides technology-enabled services through its unique technology platform, FATHOM™ Utility-to-Utility (U2U™) Solutions.
GWRI, in turn, intends to use the net proceeds of the Offering for repayment of indebtedness and general corporate purposes, including implementing GWRI's growth strategy.
The Offering is being made through a syndicate of underwriters led by Clarus Securities Inc. and CIBC World Markets Inc., and includes RBC Capital Markets, TD Securities Inc., GMP Securities L.P., and National Bank Financial Inc.
The Offering is expected to close on or about December 30, 2010, and is subject to the completion of the issue and sale of the Firm Shares, together with completion of the issue and sale of the Agency Shares such that the aggregate gross proceeds from such sales to the Issuer are C$61,387,500, as well as other customary closing conditions. Global Water has received conditional approval for the listing of its Common Shares on the Toronto Stock Exchange ("TSX") under the symbol "GWR". Listing is subject to Global Water fulfilling all of the requirements of the TSX on or before February 15, 2011.
The Common Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any U.S. state securities laws and may not be offered or sold in the United States absent registration or an available exemption from the registration requirement of the U.S. Securities Act and applicable U.S. 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 Common Shares, in any jurisdiction in which such offer, solicitation or sale would be unlawful.
GWRI is a leading water resource management and technology company that owns and operates water, wastewater and recycled water utilities in strategically located communities, principally in metropolitan Phoenix, Arizona, and provides technology-enabled services through its unique technology platform, FATHOM™ Utility-to-Utility (U2U™) Solutions. Initially developed by GWRI to support and optimize its own utilities, FATHOM™ is an integrated suite of advanced technology-enabled products designed to increase revenue, decrease costs and bring heightened efficiencies to municipally-owned utilities.
Cautionary Note Regarding Forward-Looking Statements
This press release includes certain forward-looking statements. These forward-looking statements include, but are not limited to our plans, objectives, expectations and intentions, the closing of the Offering, the use of the proceeds of the Offering, the trading of the Common Shares on the Toronto Stock Exchange and other statements contained in this release that are not historical facts as well as statements identified by words such as "expects", "anticipates", "intends", "plans", "believes", "seeks", "estimates", or the negative of these terms, or other words of similar meaning. These statements are based on our current beliefs or expectations and are inherently subject to significant uncertainties and changes in circumstances, many of which are beyond our control. Actual results may differ materially from these expectations due to changes in global political, economic, business, competitive, market and regulatory factors, as well as the failure to satisfy closing or listing conditions relating to the offering. We undertake no obligation to publicly update any forward-looking statement, except as required by law, whether as a result of new information, future developments or otherwise.
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