Fortis Inc. Provides Standby Commitment to Caribbean Utilities Company, Ltd.

Rhea-AI Summary

Fortis, through its subsidiary Fortis Energy (Bermuda) Ltd., has committed to a rights offering by Caribbean Utilities Company, Ltd. (CUC), aiming to issue up to 3,359,362 Class A Ordinary Shares. Fortis will acquire at least 1,946,032 CUC Shares at US$14.24 each, totaling approximately US$27.71 million. If fully subscribed, this could increase Fortis’s ownership from 58% to approximately 62% of CUC. The capital raised will help CUC refinance existing debt and support its corporate needs. The rights offering is expected to close around October 28, 2020.

Positive

• Fortis will increase its ownership in CUC from 58% to up to 62%, solidifying its stake in the company.
• The rights offering will provide CUC with necessary capital for refinancing debt and supporting operational needs.

Negative

• None.

ST. JOHN'S, Newfoundland and Labrador, Aug. 24, 2020 (GLOBE NEWSWIRE) -- Fortis Inc. ("Fortis" or the "Corporation") (TSX/NYSE: FTS) announced today that its wholly owned subsidiary Fortis Energy (Bermuda) Ltd. ("FEBL") has agreed to provide a standby commitment (the "Standby Commitment") for a rights offering (the "Rights Offering") by Caribbean Utilities Company, Ltd. ("CUC") (TSX: CUP.U). Pursuant to the Rights Offering, CUC will issue up to an aggregate of 3,359,362 or 10% of its currently issued and outstanding Class A Ordinary Shares (the "CUC Shares"). FEBL will exercise the rights issued to it in the Rights Offering and will acquire a minimum of 1,946,032 CUC Shares at a price of US$14.24 per CUC Share for aggregate consideration of US$27,711,495.68.

Subject to certain customary terms and conditions, FEBL may acquire up to 1,413,330 additional CUC Shares at the same price pursuant to the Standby Commitment. If there are no other subscribers in the Rights Offering, FEBL will acquire a total of 3,359,362 CUC Shares through the Rights Offering and Standby Commitment for aggregate consideration of US$47,837,314.88. Based on the average daily rate of exchange quoted by the Bank of Canada on August 24, 2020, the consideration in Canadian dollars is C$18.81 per CUC Share or aggregate consideration of C$63,178,741.76 should there be no other subscribers in the Rights Offering.

Prior to the Rights Offering, Fortis indirectly owned 19,460,326 CUC Shares representing approximately 58% of the CUC Shares. On closing of the Rights Offering, which is expected to occur on or about October 28, 2020, Fortis will beneficially own approximately 58% of the CUC Shares if the Rights Offering is fully subscribed or approximately 62% of the CUC Shares if there are no other subscribers in the Rights Offering.

The purpose of the Rights Offering is to provide CUC with capital to be used to refinance existing debt and for general corporate purposes.

Fortis will review its holdings in CUC Shares from time to time and may acquire additional securities or dispose of securities of CUC, in either case, in the open market, by private agreement or otherwise, depending on numerous factors, including without limitation, the availability of securities of CUC, economic conditions, market conditions and other business and investment opportunities available to Fortis.

An early warning report will be filed by Fortis in accordance with applicable securities laws. To obtain a copy of the early warning report, please contact Karen McCarthy, Vice President, Communications & Corporate Affairs at media@fortisinc.com.

About Fortis
Fortis is a well-diversified leader in the North American regulated electric and gas utility industry with 2019 revenue of $8.8 billion and total assets of $56 billion as at June 30, 2020. The Corporation's 9,000 employees serve utility customers in five Canadian provinces, nine U.S. states and three Caribbean countries. Fortis shares are listed on the TSX and NYSE and trade under the symbol FTS. Additional information can be accessed at www.fortisinc.com, www.sedar.com, or www.sec.gov.

Fortis' head office is located at Fortis Place, Suite 1100, 5 Springdale Street, St. John's, Newfoundland and Labrador A1B 3T2.

CUC's head office is located at 457 North Sound Road, Grand Cayman KY1-1101, Cayman Islands.

Forward-Looking Information
Fortis includes forward-looking information in this media release within the meaning of applicable securities laws in Canada and forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (collectively referred to as “forward-looking information”). The purpose of the forward-looking information is to provide management’s expectations regarding the Corporation’s future growth, results of operations, performance, business prospects and opportunities and may not be appropriate for other purposes. All forward-looking information is given pursuant to the “safe harbour” provisions of applicable Canadian securities legislation. Wherever possible, words such as “anticipates”, “believes”, “budgets”, “could”, “estimates”, “expects”, “forecasts”, “intends”, “may”, “might”, “plans”, “projects”, “schedules”, “should”, “target”, “will”, “would” and the negative of these terms and other similar expressions are often intended to identify forward-looking information, although not all forward-looking information contains these identifying words. The forward-looking information reflects management’s current beliefs and is based on information currently available to the Corporation’s management and includes statements relating to the expectation that FEBL will acquire CUC Shares as a result of the Rights Offering and Standby Commitment. Although Fortis believes that the forward-looking statements are based on information and assumptions which are current, reasonable and complete, these statements are necessarily subject to a variety of risks and uncertainties. For additional information on risk factors that have the potential to affect the Corporation, reference should be made to the continuous disclosure materials filed from time to time by the Corporation with Canadian securities regulatory authorities and the Securities and Exchange Commission. All forward-looking information included in this media release is given as of the date of this media release and Fortis disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise.

A .pdf version of this press release is available at: 
http://ml.globenewswire.com/Resource/Download/1e1963e8-9510-409c-8b1e-ae193b9657cb 

For more information, please contact
Karen McCarthy
Vice President, Communications & Corporate Affairs
Fortis Inc.
709.737.5323
media@fortisinc.com   

FAQ

What is the amount Fortis is investing in Caribbean Utilities Company through the rights offering?

Fortis is investing approximately US$27.71 million in Caribbean Utilities Company by acquiring at least 1,946,032 Class A Ordinary Shares.

What percentage of Caribbean Utilities Company will Fortis own after the rights offering?

After the rights offering, Fortis will own approximately 58% of Caribbean Utilities Company if fully subscribed, and up to 62% if there are no other subscribers.

What is the purpose of the rights offering by Caribbean Utilities Company?

The rights offering aims to provide Caribbean Utilities Company with capital to refinance existing debt and for general corporate purposes.

When is the expected closing date for the rights offering by Caribbean Utilities Company?

The rights offering is expected to close on or about October 28, 2020.