Sempra Energy Announces Intention To Conduct Offering Of Common Stock Of
SAN DIEGO, Feb. 25, 2013
SAN DIEGO, Feb. 25, 2013 /PRNewswire/ --Sempra Energy (NYSE:SRE) today
announced that its Sempra Mexico unit intends to offer, subject to market and
other conditions, shares of its common stock in a private offering that is
exempt from registration under the Securities Act of 1933, as amended (the
The shares in this private offering will be offered only to qualified
institutional buyers pursuant to Rule 144A under the Securities Act and to
persons outside the U.S., in accordance with Regulation S under the Securities
Act. The shares have not been registered under the Securities Act or any
state securities laws, and may not be offered or sold in the United States
absent registration or an applicable exemption from the registration
requirements of the Securities Act and applicable state securities laws.
Concurrent with the private offering, Sempra Mexico intends to offer, subject
to market, regulatory and other conditions, shares of its common stock to
investors in Mexico in an initial public offering to be registered in Mexico.
Sempra Mexico has filed applications with the Mexican National Banking and
Securities Commission (Comision Nacional Bancaria y de Valores, or CNBV) for
the registration of its shares with the Mexican National Securities Registry
(Registro Nacional de Valores) maintained by the CNBV, and with the Mexican
Stock Exchange (Bolsa Mexicana de Valores, S.A.B. de C.V.) to list its shares
for trading. The registration and listing of the shares is expected to be
obtained on or before the closing of the offerings as required under the
Mexican Securities Market Law (Ley del Mercado de Valores).
Sempra Mexico is expected to sell shares representing between 15 percent and
20 percent of its ownership interest. The exact number of shares to be sold
and the offering price of the shares will be determined at the time of the
pricing of the offerings. The closings of the offerings, which are expected
to occur by April 2013, are conditioned on each other.
Sempra Mexico expects to use the net proceeds of the offerings primarily for
general corporate purposes, including the funding of its current investments
and ongoing expansion plans.
This press release is for informational purposes only and does not constitute
an offer to sell or a solicitation of an offer to buy the shares of Sempra
Mexico. This press release is being issued pursuant to and in accordance with
Rule 135c under the Securities Act.
This press release contains statements that are not historical fact and
constitute forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements can be identified
by words like "believes," "expects," "anticipates," "intends," "plans,"
"estimates," "may," "will," "would," "could," "should," "potential," "target,"
"outlook," "depends," "pursue" or similar expressions, and include statements
regarding the company's intent to offer the shares of Sempra Mexico and to
consummate the offerings of the shares. Forward-looking statements are not
guarantees of performance. They involve risks, uncertainties and assumptions.
Future results may differ materially from those expressed in the
forward-looking statements. Forward-looking statements are necessarily based
upon various assumptions involving judgments with respect to the future and
other risks, including, among others: local, regional, national and
international economic, competitive, political, legislative and regulatory
conditions and developments; capital market conditions, including the
availability of credit and the liquidity of investments; inflation, interest
and exchange rates; the timing and success of business development efforts and
construction, maintenance and capital projects, including risks inherent in
the ability to obtain, and the timing of the granting of, permits, licenses,
certificates and other authorizations; energy markets, including the timing
and extent of changes and volatility in commodity prices; the availability of
electric power, natural gas and liquefied natural gas, including disruptions
caused by failures in the North American transmission grid, pipeline
explosions and equipment failures; weather conditions, natural disasters,
catastrophic accidents, and conservation efforts; risks posed by decisions and
actions of third parties who control the operations of investments in which
the company does not have a controlling interest; wars, terrorist attacks and
cyber security threats; business, regulatory, environmental and legal
decisions and requirements; expropriation of assets by foreign governments and
title and other property disputes; the status of deregulation of retail
natural gas and electricity delivery; the inability or determination not to
enter into long-term supply and sales agreements or long-term firm capacity
agreements; the resolution of litigation; and other uncertainties, all of
which are difficult to predict and many of which are beyond the control of the
company. These risks and uncertainties are further discussed in the reports
that Sempra Energy has filed with the Securities and Exchange Commission.
These reports are available through the EDGAR system free-of-charge on the
SEC's website, www.sec.gov, and on the company's website at www.sempra.com.
These forward-looking statements speak only as of the date hereof, and the
company undertakes no obligation to update or revise these forecasts or
projections or other forward-looking statements, whether as a result of new
information, future events or otherwise.
Sempra International, LLC, and Sempra U.S. Gas & Power, LLC, are not the same
companies as San Diego Gas & Electric (SDG&E) or Southern California Gas
Company (SoCalGas) and Sempra International, LLC and Sempra U.S. Gas & Power,
LLC are not regulated by the California Public Utilities Commission. Sempra
International's underlying entities include Sempra Mexico and Sempra South
American Utilities. Sempra U.S. Gas & Power's underlying entities include
Sempra Renewables and Sempra Natural Gas.
SOURCE Sempra Energy
Contact: Doug Kline, Sempra Energy, 1-877-340-8875, www.sempra.com
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