TORONTO, ONTARIO--(Marketwired - June 23, 2016) -
NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES
Crius Energy Trust ("Crius" or the "Trust") (TSX:KWH.UN) is pleased to announce that it has completed the Remaining LLC Acquisition (as defined herein) and now holds, directly or indirectly, a 100% interest in Crius Energy, LLC (the "Company"). The Remaining LLC Acquisition was completed for aggregate consideration comprised of 14,760,000 units of the Trust and approximately C$58.2 million in cash.
"We are very pleased to have successfully completed this transaction, which has increased the Trust's ownership position in the Company from 43.1% to 100% on a non-dilutive basis", commented David Kerr, Chairman of the board of directors of Crius Energy Administrator Inc., the administrator of the Trust. He further commented that, "the transaction greatly simplifies the organizational structure, increases the Trust's market capitalization and is expected to improve trading liquidity and access to the capital markets, which we believe will contribute to long-term value creation for our investors as we continue to progress with our growth strategy."
Remaining LLC Acquisition
On May 18, 2016, the Trust and Crius Energy Corporation, an indirect wholly-owned subsidiary of the Trust, initiated a tender offer, as amended on June 9, 2016 (the "Tender Offer"), to purchase all of the membership units ("LLC Units") of the Company not already owned, directly or indirectly, by the Trust (the "Remaining LLC Acquisition"). All 19,458,942 LLC Units subject to the Tender Offer were validly tendered by the holders thereof, following which the Trust acquired, directly or indirectly, the 19,458,942 LLC Units for aggregate consideration comprised of 14,760,000 units of the Trust and approximately C$58.2 million in cash.
Further information relating to the Trust, the Remaining LLC Acquisition and the Tender Offer is set forth in the final short form prospectus of the Trust dated June 1, 2016, which may be obtained on SEDAR under the Trust's issuer profile at www.sedar.com.
This news release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the Unites States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.
About Crius Energy Trust
Crius Energy Trust was established to provide investors with a distribution-producing investment through its ownership interest in the Company. With over 900,000 residential customer equivalents, the Company is a comprehensive energy solutions partner that provides electricity, natural gas and solar products to residential and commercial customers. The Company connects with energy customers through an innovative family-of-brands strategy and multi-channel marketing approach. This unique combination creates multiple access points to a broad suite of energy products and services that make it easier for consumers to make informed decisions about their energy needs. The Company currently sells energy products in 17 states and the District of Columbia with plans to continue expanding its geographic reach.
The Trust intends to continue to qualify as a "mutual fund trust" under the Income Tax Act (Canada) (the "Tax Act"). The Trust will not be a "SIFT trust" (as defined in the Tax Act), provided that the Trust complies at all times with its investment restriction which preclude the Trust from holding any "non-portfolio property" (as defined in the Tax Act). Material information pertaining to Crius may be found on SEDAR under the Trust's issuer profile at www.sedar.com or on the Trust's website at www.criusenergytrust.ca.
Cautionary Statement Regarding Forward-Looking Information
This news release contains forward-looking statements and forward-looking information (collectively, "Forward-Looking Statements") that involve substantial known and unknown risks and uncertainties, most of which are beyond the control of Crius, including, without limitation, those risks described in the annual information form of the Trust for the fiscal year ended December 31, 2015, dated March 15, 2016 (under the heading "Risk Factors"), in the MD&A of the Trust for the three month period ended March 31, 2016 and in the final short form prospectus of the Trust dated June 1, 2016. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through the use of words of phrases such as "will likely result", "are expected to", "expects", "will continue", "is anticipated", "anticipates", "believes", "estimated", "intends", "plans", "forecast", "projection" and "outlook") are not historical facts and may be Forward-Looking Statements which involve estimates, assumptions and uncertainties which could cause actual results or outcomes to differ materially from those expressed in such Forward-Looking Statements. Forward-Looking Statements in this news release include, but are not limited to, the benefits of the Remaining LLC Acquisition; the simplified structure of the Trust following the completion of the Remaining LLC Acquisition; the increased market capitalization and trading liquidity following the completion of the Remaining LLC Acquisition; the enhanced access to the capital markets following the completion of the Remaining LLC Acquisition; the growth strategy of the Trust and the Company; and the Trust's objectives and status as a "mutual fund trust" and not a "SIFT trust". These Forward-Looking Statements are based on reasonable assumptions and estimates of management of the Trust at the time such statements were made. Actual future results may differ materially as Forward-Looking Statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Trust to materially differ from any future results, performance or achievements expressed or implied by such Forward-Looking Statements. Crius cautions investors of the Trust's securities about important factors that could cause Crius' actual results to differ materially from those projected in any Forward-Looking Statements included in this news release. No assurance can be given that the expectations set out in this news release will prove to be correct and accordingly, prospective investors should not place undue reliance on these Forward-Looking Statements. These statements speak only as of the date of this news release and Crius does not assume any obligation to update or revise them to reflect new events or circumstances, except as required by law.
Neither the Toronto Stock Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Toronto Stock Exchange) accepts responsibility for the adequacy or accuracy of this release.
Source: Crius Energy Trust