Sep. 15, 2010 (Canada NewsWire Group) --
MONTREAL, Sept. 15 /CNW Telbec/ - Boralex Inc. ("Boralex" or the "Corporation") is pleased to announce that it has closed its previously announced bought deal financing of Extendible Convertible Unsecured Subordinated Debentures (the "Debentures") with a syndicate of underwriters led by TD Securities Inc., which included CIBC World Markets Inc., National Bank Financial Inc., RBC Dominion Securities Inc., Scotia Capital Inc., Canaccord Genuity Corp., Desjardins Securities Inc., GMP Securities L.P., Macquarie Capital Markets Canada Ltd. and Cormark Securities Inc. (collectively, the "Underwriters"), for gross proceeds of $95,000,000 (the "Financing"). Boralex has also granted the Underwriters an over-allotment option, exercisable for a period of 30 days following closing, to purchase an additional 15% of the Financing which, if exercised in full, would increase the gross proceeds to $109,250,000.
Boralex intends to use the net proceeds of the offering to fund the payment of the cash component consideration of its offer to purchase (the "Offer") all of the issued and outstanding trust units (the "Units") of Boralex Power Income Fund (the "Fund"), including Units issuable upon the conversion, exchange or exercise of any securities that are convertible into or exchangeable or exercisable for Units, except for all of the outstanding Class B limited partnership units of Boralex Power Limited Partnership together with the special voting units of the Fund associated therewith (collectively, the "Class B LP Units").
The Debentures have been issued under an indenture (the "Indenture") dated September 15, 2010 between Boralex and Computershare Trust Company of Canada (the "Debenture Trustee"). The Debentures have a maturity date (the "Maturity Date") that will initially be December 31, 2010 (the "Initial Maturity Date"). If the take-up of Units, which together with the Class B LP Units owned by Boralex and its joint actors represent at least 66 2/3% of the outstanding Units (calculated on a fully-diluted basis), under the Offer by Boralex, or by 7503679 Canada Inc., a wholly-owned subsidiary of Boralex (the "Take-up"), takes place on or prior to 5:00 p.m. (Toronto time) on December 31, 2010, the Debentures will automatically be extended from the Initial Maturity Date to June 30, 2017 (the "Final Maturity Date"). If the Take-up does not occur prior to 5:00 p.m. (Toronto time) on the Initial Maturity Date, the Offer is terminated at an earlier time or Boralex advises the Underwriters or announces to the public that it does not intend to proceed with the Take-up, the Maturity Date will remain the Initial Maturity Date. The Debentures bear interest at an annual rate of 6.75% payable semi-annually, in arrears, on June 30 and December 31 in each year commencing on December 31, 2010. Notwithstanding the foregoing, Boralex may elect to have one or more special interest payment dates before December 31, 2010, by sending a notice to the Debenture Trustee to that effect.
Each Debenture will be convertible into Class A shares of Boralex ("Common Shares") at the option of the holder at any time prior to the close of business on the earlier of the Final Maturity Date and the business day immediately preceding the date fixed for redemption of the Debentures at a conversion price of $12.50 per Common Share, being a conversion rate of approximately 8.0 Common Shares for each $100 principal amount of Debentures subject to adjustment in accordance with the Indenture. Holders converting their Debentures will receive accrued and unpaid interest thereon for the period from the last interest payment date on their Debentures, to, but not including, the date of conversion.
The Debentures have not been and will not be registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or applicable exemption from the registration requirement of such Act. This news release is not an offer of securities for sale in the United States.
Boralex is a major independent power producer whose core business is the development and operation of power stations that generate renewable energy. Employing over 300 people, the Corporation operates 28 power stations with a total installed capacity of 410 megawatts ("MW") in Canada, in the Northeastern United States and in France. In addition, the Corporation has, alone or with its European and Canadian partners, power projects under development that will add close to 300 MW of power, of which almost 100 MW will come online by the end of fiscal 2010. Boralex is distinguished by its diversified expertise and in-depth experience in three power generation segments - wind, hydroelectric and thermal. Boralex also holds a 23% interest in Boralex Power Income Fund, which has 10 power stations with a total installed capacity of 190 MW in Québec and the United States. These sites are managed by Boralex. Boralex shares are listed on the Toronto Stock Exchange (TSX) under the ticker symbol BLX. More information is available at www.boralex.com or www.sedar.com.
Certain statements in this press release are forward looking statements and are prospective in nature. Forward looking statements are not based on historical facts, but rather on current expectations and projections about future events and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward looking statements. These statements generally can be identified by the use of forward-looking words such as "may", "should", "will", "could", "except", "intend", "estimate", "plan", "anticipate", "expect", "believe" or "continue" or the negative thereof or similar variations. In particular this press release contains forward-looking statements relating to Boralex's use of the net proceeds of the Financing, the completion of the Offer and the conversion of Debentures into Common Shares. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Important factors that could cause actual results to differ materially from Boralex's expectations include those identified in Boralex's public filings. Boralex believes the expectations reflected in such forward-looking statements are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking statements should not be unduly relied upon. These forward-looking statements are made on the basis of certain assumptions including, but not limited to, the assumption that all required regulatory and third-party approvals will be obtained. However, there is no guarantee that such assumptions will prove to be accurate. Such forward-looking statements should, therefore, be construed in light of such factors and Boralex is under no obligation and expressly disclaims any intention or 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 law.
Ms. Patricia Lemaire, Director, Publics Affairs and Communications, Boralex Inc., 514-985-1353, email@example.com