/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES( )OR FOR
DISSEMINATION IN THE UNITED STATES/
CALGARY, Oct. 9, 2013 /CNW/ - Veresen Inc. ("Veresen") (TSX: VSN) announced
today it has agreed to issue 6,000,000 Cumulative Redeemable Preferred Shares,
Series C ("Series C Preferred Shares") at a price of $25.00 per share (the
"Offering") for aggregate gross proceeds of $150 million on a bought deal
basis. The Series C Preferred Shares will be offered to the public through a
syndicate of underwriters co-led by Scotiabank,TD Securities Inc. and CIBC.
The holders of Series C Preferred Shares will be entitled to receive fixed
cumulative dividends at an annual rate of 5.00%, representing $1.25 per share,
payable quarterly for an initial period up to but excluding March 31, 2019, as
and when declared by the Board of Directors of Veresen. The first quarterly
dividend payment date is scheduled for December 31, 2013. The dividend rate
will reset on March 31, 2019 and every five years thereafter at a rate equal
to the sum of the then five-year Government of Canada bond yield plus 3.01%.(
)The Series C Preferred Shares are redeemable by Veresen, at its option, on
March 31, 2019 and on March 31 of every fifth year thereafter at a price of
$25.00 per share plus accrued and unpaid dividends.
Holders of Series C Preferred Shares will have the right to convert all or any
part of their shares into Cumulative Redeemable Preferred Shares, Series D
("Series D Preferred Shares"), subject to certain conditions, on March 31,
2019, and on March 31 of every fifth year thereafter. The holders of Series D
Preferred Shares will be entitled to receive quarterly floating rate
cumulative dividends, as and when declared by the Board of Directors of
Veresen, at a rate equal to the sum of the then 90-day Government of Canada
treasury bill rate plus 3.01%.
Veresen has granted the underwriters an option to purchase at the offering
price an additional 2,000,000 Series C Preferred Shares at a price of $25.00
per share exercisable in whole or in part at any time up to 6:30 AM (Calgary
time) on the date that is two business days prior to closing. Should the
option be fully exercised, the total gross proceeds of the Offering will be
The Offering is expected to close on or about October 21, 2013, subject to
customary closing conditions. Net proceeds from the Offering will be used to
reduce indebtedness, partially fund capital expenditures and for other general
The Series C Preferred Shares will be issued pursuant to a prospectus
supplement that will be filed with the securities regulatory authority in each
of the provinces of Canada under Veresen's short form base shelf prospectus
dated September 20, 2013. An application has been made to list the Series C
Preferred Shares and the Series D Preferred Shares on the Toronto Stock
Exchange. The Offering is subject to receipt of all necessary regulatory and
stock exchange approvals.
The Series C Preferred Shares have not been registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold in the
United States absent registration or an applicable exemption from the
registration requirements. This news release shall not constitute an offer to
sell or the solicitation of an offer to buy, nor shall there be any offer,
solicitation or sale of the securities in any state in which such offer,
solicitation or sale would be unlawful.
About Veresen Inc.
Veresen is a publicly-traded dividend paying corporation based in Calgary,
Alberta, that owns and operates energy infrastructure assets across North
America. Veresen is engaged in three principal businesses: a pipeline
transportation business comprised of interests in two pipeline systems, the
Alliance Pipeline and the Alberta Ethane Gathering System; a midstream
business which includes ownership interests in a world-class natural gas
liquids extraction facility near Chicago, the Hythe/Steeprock complex and
other natural gas and NGL processing energy infrastructure; and a power
business with renewable and gas-fired facilities and development projects in
Canada and the United States, and district energy systems in Ontario and
Prince Edward Island. Veresen is actively developing a number of greenfield
projects and, in the normal course of its business, regularly evaluates and
pursues acquisition and development opportunities.
Veresen's common shares, Series A Preferred Shares and 5.75% convertible
unsecured subordinated debentures, Series C due July 31, 2017 are listed on
the Toronto Stock Exchange under the symbols "VSN", "VSN.PR.A" and VSN.DB.C",
respectively. For further information, please visit www.vereseninc.com.
(Forward Looking Information)
Certain information contained herein relating to, but not limited to, Veresen
and its businesses and the offering of the Series C Preferred Shares,
constitutes forward-looking information under applicable securities laws. All
statements, other than statements of historical fact, which address
activities, events or developments that Veresen expects or anticipates may or
will occur in the future, are forward-looking information. Forward-looking
information typically contains statements with words such as "may",
"estimate", "anticipate", "believe", "expect", "plan", "intend", "target",
"project", "forecast" or similar words suggesting future outcomes or outlook.
Forward-looking statements in this news release include, but are not limited
to, statements with respect to the timing of completion and size of the
Offering, the use of the proceeds of the Offering and dividend rates.
Additional information on risks, uncertainties and factors that could affect
Veresen's operations or financial results is included in its filings with the
securities commissions or similar authorities in each of the provinces of
Canada, as may be updated from time to time. Readers are also cautioned that
such additional information is not exhaustive. The impact of any one risk,
uncertainty or factor on a particular forward-looking statement is not
determinable with certainty as these factors are independent and management's
future course of action would depend on its assessment of all information at
that time. Although Veresen believes that the expectations conveyed by the
forward-( )looking information are reasonable based on information available
on the date of preparation, no assurances can be given as to future results,
levels of activity and achievements. Undue reliance should not be placed on
the information contained herein, as actual results achieved will vary from
the information provided herein and the variations may be material. Veresen
makes no representation that actual results achieved will be the same in whole
or in part as those set out in the forward-looking information. Furthermore,
the forward-looking statements contained herein are made as of the date
hereof, and Veresen does not undertake any obligation to update publicly or to
revise any forward-looking information, whether as a result of new
information, future events or otherwise, except as required by applicable
laws. Any forward-looking information contained herein is expressly qualified
by this cautionary statement.
SOURCE Veresen Inc.
Dorreen Miller Director, Investor Relations Phone: (403) 213-3633
To view this news release in HTML formatting, please use the following URL:
CO: Veresen Inc.
NI: OIL NEWSTK
-0- Oct/09/2013 14:13 GMT
Press spacebar to pause and continue. Press esc to stop.