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MONTREAL, May 15, 2012 /CNW Telbec/ - Valener Inc. ("Valener") has announced today that it has entered into an agreement with a syndicate of underwriters led by BMO Capital Markets and TD Securities Inc. (the "Underwriters"), under which the Underwriters have agreed to buy on a bought deal basis 3,000,000 Cumulative Rate Reset Preferred Shares, Series A, (the "Series A Preferred Shares"), at a price of $25.00 per Series A Preferred Share for gross proceeds of $75,000,000.
Valener has also granted the Underwriters an option to purchase an additional 450,000 Series A Preferred Shares at the same offering price for a period of 30 days following the closing of the offering. Should the Underwriters' option be exercised fully, the total gross proceeds of the Series A Preferred Shares offering will be $86,250,000.
The Series A Preferred Shares will pay cumulative dividends of $1.0875 per share per annum, yielding 4.35% per annum, payable quarterly, for the initial period ending October 15, 2017. The initial dividend will be payable on October 15, 2012 and will be in the amount of $0.39031 per Series A Preferred Share, based on an anticipated closing date of June 6, 2012. The dividend rate will be reset on October 15, 2017 and every five years thereafter at a rate equal to the 5-year Government of Canada bond yield plus 2.81%. The Series A Preferred Shares will be redeemable by Valener on or after October 15, 2017, in accordance with their terms.
Holders of the Series A Preferred Shares will have the right, at their option, to convert their shares into Cumulative Floating Rate Preferred Shares, Series B, (the "Series B Preferred Shares") subject to certain conditions, on October 15, 2017 and on October 15 every five years thereafter. Holders of the Series B Preferred Shares will be entitled to receive cumulative quarterly floating dividends at a rate equal to the three-month Government of Canada Treasury Bill yield plus 2.81%.
The net proceeds of the offering will be used by Valener to subscribe to additional units of Gaz Métro Limited Partnership ("Gaz Métro") in order for Gaz Métro to finance part of its proposed acquisition of Central Vermont Public Service Corporation (the "CVPS Acquisition") and any balance, for general corporate purposes. In the event the CVPS Acquisition does not proceed, Valener will use the net proceeds of the offering to repay amounts under its credit facility and for general corporate purposes.
The Series A Preferred Shares will be offered for sale to the public in each of the provinces and territories of Canada pursuant to a short form prospectus of Valener to be filed with Canadian securities regulatory authorities. The offering is scheduled to close on or about June 6, 2012, subject to certain conditions, including obtaining all necessary regulatory approvals.
The Series A Preferred Shares have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. 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 securities in any State in which such offer, solicitation or sale would be unlawful.
Valener owns an economic interest of approximately 29% in Gaz Métro. Valener therefore has a stake in the energy industry and benefits from Gaz Métro's diversified profile, both in terms of geography and business segment. Valener also owns an indirect interest of 24.5% in the wind power projects developed with Gaz Métro and Boralex inc. on the private lands of Séminaire de Québec. Valener may also pursue its own development projects and acquisition strategies subject to a non-competition agreement in favour of Gaz Métro and to applicable limitations under its credit facility. Valener's common shares are listed on the Toronto Stock Exchange under the "VNR" trading symbol. www.valener.com
Gaz Métro Overview
With over $3.8 billion in assets as at March 31, 2012, Gaz Métro is Quebec's leading natural gas distributor. Its more than 10,000-kilometre network serves 300 municipalities. Gaz Métro has operated in this regulated industry since 1957 and is the trusted energy provider of its customers in Quebec and Vermont, who choose natural gas for its competitive price, efficiency, comfort and environmental benefits. Gaz Métro is also present in the electricity distribution market, natural gas transportation and storage, and in the development of innovative energy projects such as wind power, natural gas as fuel for the transportation industry and biomethanation. Gaz Métro is committed to the satisfaction of its customers, its partners (Gaz Métro inc. and Valener), its employees and the communities it serves. www.gazmetro.com
Cautionary note regarding forward-looking statements
Certain statements contained in this press release may be forward-looking pursuant to applicable securities laws. Such forward-looking statements reflect the intentions, plans, expectations and opinions of the management of Gaz Métro inc., as general partner of Gaz Métro, acting in its capacity as manager of Valener pursuant to an administration and management support agreement entered into between Valener and Gaz Métro on September 30, 2010 (the "management of the manager"), and are based on information currently available to the management of the manager and assumptions about future events. Such forward looking statements include statements relating to the proposed use of proceeds and closing date of the Offering and the Closing date of the CVPS Acquisition. Forward-looking statements involve known and unknown risks and uncertainties and other factors beyond the control of the management of the manager. A number of factors could cause actual results of Valener and Gaz Métro to differ materially from the current expectations as expressed in the forward-looking statements, including, but not limited to, the risk that the Offering will not be completed within the time contemplated, the risk that the proceeds will not be used by Valener to subscribe for additional units of Gaz Métro, the risk that Gaz Métro will not complete the CVPS Acquisition, the terms of the decisions rendered by regulatory agencies, the general economic conditions, the competitiveness of natural gas in relation to other energy sources, the reliability of natural gas supplies, the integrity of the natural gas distribution system, the exchange rates fluctuations, the evolution of development projects, the capability to materialize attractive acquisitions, including the CVPS Acquisition, as well as obtaining related financing and effecting integration, the capability to obtain future financing and other factors described in the Annual Information Form of Valener for the year ended September 30, 2011 under the item "Risk Factors".
Although these forward-looking statements are based upon what the management of the manager believes to be reasonable assumptions, the management of the manager cannot assure investors that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this press release, and the management of the manager assumes no obligation to update or revise them to reflect new events or circumstances, except as required pursuant to applicable securities laws. You are cautioned not to place undue reliance on these forward-looking statements.
The complete version of the cautionary note regarding forward-looking statements is included in the Management Discussion & Analysis of Valener dated May 11, 2012. This document is available on SEDAR at www.sedar.com and on Valener's website at www.valener.com.
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