TransAlta Renewables Inc. Announces Closing of Subscription Receipt Offering; Special Meeting to be held on May 7, 2015
CALGARY, Alberta (April 15, 2015) – TransAlta Renewables Inc. (“TransAlta Renewables” or the “Company”) (TSX: RNW) today announced the completion of its previously announced bought deal offering of subscription receipts (“Subscription Receipts”). The Company, through a syndicate of underwriters led by CIBC and RBC Capital Markets as joint bookrunners, issued a total of 15,820,000 subscription receipts at a price of $12.65 per Subscription Receipt for gross proceeds of approximately $200 million (the “Offering”). TransAlta Renewables has also granted the underwriters an over-allotment option to purchase up to an additional 2,373,000 Subscription Receipts at the same price, exercisable in whole or in part, at any time 30 days following closing of the Offering.
The net proceeds will be used by TransAlta Renewables to finance a portion of the cash purchase price to acquire an economic interest based on the cash flows from TransAlta Corporation’s Australian subsidiary TransAlta Energy (Australia) Pty Ltd (“TEA”), broadly equal to the underlying net distributable profits of TEA (the “Transaction). TEA’s portfolio of assets consists of 575 MW of power generation from six operating assets and the South Hedland project currently under construction, as well as the recently commissioned 270 km gas pipeline.
If the Transaction closes as anticipated, each holder of Subscription Receipts will automatically receive one Common Share for each Subscription Receipt held, without further action or additional consideration on the part of the holder. In addition, following closing of the Transaction, any dividends declared by the Company to holders of Common Shares from the date of closing of the Offering, up to, but not including, the date of closing of the Transaction, will be paid to such Subscription Receipt holders.
The net proceeds from the sale of Subscription Receipts will be held by an escrow agent and invested in short-term obligations of, or guaranteed by, the Government of Canada (and other approved investments) until the closing of the Transaction, unless a termination event occurs prior thereto or the Transaction does not close by July 31, 2015 (the “Termination Date”). If the closing of the Transaction does not occur on or before the Termination Date, or is terminated at any earlier time, the Subscription Receipts will be terminated and cancelled, and the full subscription price of the Subscription Receipts will be returned to holders of Subscription Receipts, together with their pro-rata portion of any interest earned thereon.
As TransAlta is an “insider” and “related party” to the Company, under applicable securities laws and stock exchange rules, the Transaction requires the approval of the shareholders of the Company (excluding TransAlta), which approval will be sought at a special meeting of the Company on May 7, 2015. The Transaction is expected to close shortly after shareholder approval is received.
Special Meeting of Shareholders
The Company will hold a Special Meeting of Shareholders, which will take place on May 7, 2015 at 10:00 a.m. (local time) in the Spectrum 3 Ballroom at Hotel Arts, located at 119 12 Avenue S.W., in Calgary, Alberta for the purpose of considering, and if deemed advisable, approving the Transaction.
This news release does not constitute an offer to sell or a solicitation of an offer to buy the Subscription Receipts in any jurisdiction.
This news release contains forward looking statements within the meaning of applicable securities laws, including statements regarding the business and anticipated financial performance of TransAlta Renewables. All forward looking statements are based on the Company’s beliefs and assumptions based on information available at the time the assumptions were made, management’s experience and perception of historical trends, current conditions and expected future developments, and other factors deemed appropriate in the circumstances. These statements are not guarantees of the Company’s future performance and are subject to a number of risks and uncertainties that may cause actual results to differ materially from those contemplated by the forward looking statements. In particular, this news release contains forward looking statements pertaining to, among other things: the completion, size, and timing of the Transaction; the conversion of the Subscription Receipts into common shares of the Corporation; the ability to obtain the necessary regulatory and shareholder approvals for the Transaction; and the exercise of the over-allotment option. These forward-looking statements are subject to risks and uncertainties pertaining to the Transaction and the Offering, including risks associated with the receipt of required regulatory and shareholder approvals, economic and competitive conditions, changes in tax law and tax rate increases, exchange rates, interest rates, and other risk factors contained in the Company’s annual information form. Furthermore, unless otherwise stated, the forward-looking statements contained in this news release are made as of the date of this news release, and the Company has no intention and undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities regulations. The forward-looking statements contained in this news release are expressly qualified by this cautionary statement.
About TransAlta Renewables Inc.
TransAlta Renewables owns 29 wind and hydroelectric power generation facilities, including our economic interest in Wyoming Wind, having an aggregate installed generating capacity of 1,376 MW, in which it holds a net ownership interest of approximately 1,255 MW. TransAlta Renewables’ power generating capacity is among the largest of any publicly-traded renewable independent power producer (“IPP”) in Canada, with more wind power generating capacity than any other Canadian publicly-traded IPP. TransAlta Renewables’ strategy is focused on the efficient operation of its portfolio of renewable power generation assets and expanding its asset base through the acquisition of additional renewable power generation facilities in operation or under construction. TransAlta Renewables objectives are to (i) create stable, consistent returns for investors through the ownership of contracted renewable power generation assets that provide stable cash flow through long-term power purchase agreements with creditworthy counterparties, including TransAlta; (ii) pursue and capitalize on strategic growth opportunities in the renewable power generation sector; and (iii) pay out a portion of cash available for distribution to the shareholders of TransAlta Renewables on a monthly basis.
For more information:
Director, Corporate Finance and Investor Relations
Phone: 1 800-387-3598 in Canada and U.S.
Manager, Investor Relations
Phone: 1 800-387-3598 in Canada and U.S.
Senior Advisor, External Communications
Toll-free media number: 1-855-255-9184
Alternate local number: 403-267-2540
LAST: CAD$14.280 (+1.301%)
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