NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
OAKVILLE, Ontario, Feb. 18, 2021 (GLOBE NEWSWIRE) — Spark Power Group Inc. (“Spark Power” or the “Company”) (TSX: SPG) is pleased to announce that it has entered into a $20 million bought-deal financing (the “Convertible Debenture Financing”) of convertible unsecured subordinated debentures (the “Debentures”) with a syndicate of underwriters (the “Underwriters”) led by Raymond James Ltd. The Debentures will have a coupon of 7.5% per annum, and a conversion price of $3.05 per Spark Power common share (a “Common Share”), subject to adjustment in certain circumstances. The conversion price represents a conversion premium of approximately 25%. The Company has granted the Underwriters an over-allotment option to purchase up to an additional $3 million aggregate principal amount of Debentures on the same terms, exercisable in whole or in part at any time up to the 30th day following the closing of the Convertible Debenture Financing. The Debentures will mature on March 31, 2026.
The net proceeds from the Convertible Debenture Financing will be used to provide additional working capital to support the continued growth of the business.
Except in certain circumstances involving a “Change of Control”, the Debentures will not be redeemable at the option of the Company before March 31, 2024. On or after March 31, 2024 and prior to March 31, 2025, the Debentures may be redeemed in whole or in part at the option of the Company on not more than 60 days and not less than 30 days prior notice at a price equal to their principal amount thereof plus accrued and unpaid interest, provided that the volume weighted average trading price of the Shares on the TSX for the 20 consecutive trading days preceding the date on which the notice of redemption is given is not less than 125% of the Conversion Price. On or after March 31, 2025 and prior to the Maturity Date or in certain circumstances involving certain “Change of Control” transactions,, the Debentures may be redeemed in whole or in part at the option of the Company on not more than 60 days and not less than 30 days prior notice at a price equal to their principal amount plus accrued and unpaid interest.
The offering is subject to normal regulatory approvals, including approval of the Toronto Stock Exchange, and is expected to close on or about March 11, 2021.
The Debentures will be offered by way of a short form prospectus in all of the provinces and territories of Canada, except Quebec, and may also be offered by way of private placement in the United States. The securities offered 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 press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Spark Power
Spark Power, a wholly owned subsidiary of Spark Power Group Inc. (TSX: SPG), is a leading independent provider of end-to-end electrical contracting, operations and maintenance services, and energy sustainability solutions to the industrial, commercial, utility, and renewable asset markets in North America. We work to earn the right to be our customers’ Trusted Partner in Power™. Our highly skilled and dedicated people, located in the communities we serve, combined with our knowledge of the power industry, technology expertise, and commitment to safety, ensures we deliver the right solutions that keep our customers’ operations up and running today and better equipped for tomorrow. Learn more at www.sparkpowercorp.com.
Forward looking and other cautionary statements
This news release may contain forward-looking statements (within the meaning of applicable securities laws) which reflect Spark Power’s current expectations regarding future events. Forward-looking statements are identified by words such as “believe”, “anticipate”, “project”, “expect”, “intend”, “plan”, “will”, “may”, “estimate” and other similar expressions. Such information and statements are based on the current expectations of Spark Power’s management and are based on assumptions and subject to risks and uncertainties. Although Spark Power’s management believes that the assumptions underlying such information and statements are reasonable, they may prove to be incorrect. The forward-looking events and circumstances discussed in this press release may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting Spark Power, including risks relating to: general economic and stock market conditions; adverse industry events; loss of markets; future legislative and regulatory developments in Canada and elsewhere; the power industry in Canada generally; the ability of Spark Power to implement its business strategies; risks and uncertainties detailed from time to time in Spark Power’s filings with the Canadian Securities Administrators; the Company’s inability to raise capital or have the liquidity to operate or advance its strategic initiatives and many other factors beyond the control of Spark Power.
Investor and Regulatory Inquiries
Dan Ardila, Executive Vice President & Chief Financial Officer [email protected]
+1 (905) 829-3336 x127
Kim Samlall, Director, Marketing Communications
+1 (905) 829-3336 x185