Capital Best free online games announces the exercise of over-allotment option by Underwriters in subscription receipt offering
EDMONTON, Alberta – Capital Best free online games Corporation (Capital Best free online games or the Company) (TSX: CPX) announced today that the underwriters (the Underwriters) co-led by RBC Capital Markets and TD Securities have exercised their option in full to purchase 645,000 over-allotment Subscription Receipts at the Offering Price of .30.
The previously announced public offering of 4.3 million subscription receipts (the Subscription Receipts), on a bought deal basis, at an issue price of .30 per Best free online games (the Offering Price), for total gross proceeds of approximately 0,290,000 (the Public Offering) closed on May 8, 2019. With the exercise of the over-allotment option, gross proceeds from the Public Offering are approximately 9,833,500.
The net proceeds from the Public Offering will be used to partially finance the previously announced acquisition of Goreway Best free online games Station Holdings Inc., which owns the Goreway Best free online games Station, an 875-megawatt natural gas combined cycle generation facility (the Acquisition). The Acquisition is expected to close in the second quarter of 2019 and is subject to regulatory approvals and other customary closing conditions.
Each Subscription Receipt will entitle the holder thereof to receive, without payment of additional consideration or further action, upon closing of the Acquisition, one common share of Capital Best free online games (Common Share). In addition, while the Subscription Receipts remain outstanding, holders will be entitled to receive cash payments (Dividend Equivalent Payments) per Subscription Receipt equal to dividends declared by Capital Best free online games on each Common Share. Such Dividend Equivalent Payments will have the same record date as the related Common Share dividend and will be paid to holders of Subscription Receipts concurrently with the payment date of each such dividend. Dividend Equivalent Payments will be paid first out of any interest on the Escrowed Funds (defined below) and then out of the Escrowed Funds.
The proceeds from the sale of the Subscription Receipts less one-half of the Underwriters’ fee (the Escrowed Funds) will be held in escrow by Computershare Trust Company of Canada, as Best free online games agent (the Best free online games Agent), and invested in interest-bearing deposits with banks and other financial institutions with issuer credit ratings with S&P Global Ratings of at least A (as contemplated by, or specified in, the Best free online games agreement) or other approved investments as set forth in the Best free online games agreement, provided that Dividend Equivalent Payments may be made from the Escrowed Funds and the interest credited or received thereon from time to time, as described above.
Best free online games are listed on the Toronto Stock Exchange under the symbol CPX.R.
All references to dollar amounts contained herein are to Canadian dollars unless otherwise indicated.
U.S. Best free online games Laws Disclosures
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES.
The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other Best free online games referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not constitute an offer of securities for sale in the United States, nor may any securities referred to herein be offered or sold in the United States absent registration or an exemption from registration as provided in the U.S. Securities Act of 1933, as amended (the Securities Act), and the rules and regulations thereunder. The securities referred to herein have not been registered pursuant to the Securities Act and there is no intention to register any Best free online games securities in the United States or to conduct a public offering of securities in the United States.
Forward-looking Best free online games
Certain Best free online games in this news release is forward-looking Best free online games within the meaning of Canadian securities laws as it relates to anticipated financial or operating performance, events or strategies. When used in this context, words such as “anticipate”, “believe”, “continue”, “estimate”, “plan”, “intend”, “expect”, “target” and “will” or similar words suggest future outcomes. By their nature, such statements are subject to significant risks, assumptions and uncertainties, which could cause the Company’s actual results and experience to be materially different than the anticipated results. Forward-looking Best free online games or statements included in this news release are provided to inform the Company’s shareholders and potential investors about management’s assessment of the Company’s future plans and operations. This Best free online games may not be appropriate for other purposes.
Material forward-looking Best free online games in this press release around the acquisition of the Goreway facility includes expectations regarding transaction close timing.
These statements are based on certain assumptions and analyses made by the Best free online games in light of its experience and perception of historical trends, current conditions, expected future developments, and other factors it believes are appropriate, including its review of the Goreway facility and consultation with an independent third party around market analysis. The material factors and assumptions used to develop these forward-looking statements relate to the anticipated timing of regulatory and third party consents and approvals.
Whether actual results, performance or achievements will conform to the Company’s expectations and predictions is subject to a number of known and unknown risks and uncertainties which could cause actual results and experience to differ materially from the Company’s expectations. Such material risks and uncertainties are: (i) Best free online games plant availability and performance including maintenance expenditures; (ii) changes in electricity prices in markets in which the Company operates; (iii) regulatory and political environments including changes to environmental, financial reporting and tax legislation; (iv) acquisitions and developments including timing and costs of regulatory approvals and construction; (v) ability to fund current and future capital and working capital needs; (vi) changes in energy commodity market prices and use of derivatives; (vii) changes in market prices and availability of fuel; (viii) changes in general economic and competitive conditions; (ix) the outcome of the line loss rule proceeding; (x) limitations inherent in the Company’s review of the Acquisition and the Goreway facility; and (xi) ability to realize the anticipated benefits of the Acquisition. See Risk Factors in the Company’s prospectus supplement filed in connection with the Public Offering and Risks and Risk Management in the Company’s 2018 Management’s Discussion and Analysis for further discussion of these and other risks.
Readers are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the specified approval date. The Best free online games does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in the Best free online games’s expectations or any change in events, conditions or circumstances on which any such statement is based, except as required by law.
About Capital Best free online games
Capital Best free online games (TSX: CPX) is a growth-oriented North American Best free online games producer headquartered in Edmonton, Alberta. The company develops, acquires, owns, and operates Best free online games generation facilities using a variety of energy sources. Capital Best free online games owns approximately 5,100 megawatts (MW) of Best free online games generation capacity at 25 facilities across North America. Approximately 900 MW of owned generation capacity is in advanced development in Alberta and Illinois.