ST. ALBERT, ALBERTA--(Marketwired - May 17, 2013) -
NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH US NEWSWIRE SERVICES
Enterprise Group, Inc. (TSX:E) ("Enterprise" or the "Company") announces that, further to the requirements of the Toronto Stock Exchange ("TSX") in connection with the Company's proposed brokered private placement announced on April 25, 2013 (the "Offering"), the Company will be seeking written consent from a majority of its shareholders to the terms of the Offering prior to closing.
A syndicate of agents led by M Partners Inc. and including, Lightwater Partners Ltd. and Beacon Securities Limited (together the "Agents") will act as agents in respect of the Offering of up to 12,500,000 common shares of the Company (the "Common Shares"), subject to a 15% over-allotment option (up to an additional 1,875,000 Common Shares), for gross proceeds of up to $6,000,000 or up to $6,900,000 if the over-allotment option is exercised in full. Each Common Share will be issued at a price of $0.48. All securities issued in connection with the Offering will be subject to a hold period of four months and one day from closing.
The net proceeds of the Offering will be used for capital expenditures related to Artic Therm International Ltd., acquisition and integration costs associated with the transaction announced February 28, 2013 in the event of completion of that transaction, and for general working capital purposes.
The closing of the Offering is subject to receipt by the Company of all requisite regulatory approvals, including the approval of the TSX.
On closing, the Agents will receive a cash commission equal to 6% of the gross proceeds of the Offering. In addition, the Company will issue to the Agents, on closing, such number of warrants (the "Broker Warrants") as is equal to 6% of the number of Common Shares sold pursuant to the Offering. Each Broker Warrant will entitle the holder thereof to purchase one Common Share ("Broker Share") at a price of $0.49 per share at any time prior to the date that is 12 months from closing.
The TSX requires shareholder approval for the Offering as the number of Common Shares and Broker Shares issuable pursuant to the Offering when aggregated with those Common Shares issuable pursuant to a proposed offering of convertible debentures by the Company as previously announced on March 26, 2013, is greater than 25% of the number of Common Shares which will be outstanding, on a non-diluted basis, prior to the date of closing of the Offering. The number of Common Shares and Broker Shares (assuming the exercise, in full, of the over-allotment option and the Broker Warrants) issuable pursuant to the Offering represents up to 23% of the present number of listed Common Shares, which, when added to the number of Common Shares issuable pursuant to the proposed offering of convertible debentures of the Company, in the event of conversion of such debentures at a price of $0.50 per Common Share during the proposed two year term thereof, represents up to 42% of the present number of listed Common Shares on a non-diluted basis.
The Offering will not materially affect control of the Company and no new persons or entities will become holders of 10% of the outstanding Common Shares as a result of the Offering. No insiders of the Company will participate in the Offering.
About Enterprise Group, Inc.
Enterprise Group, Inc. is a consolidator of construction services companies operating in the energy, utility and transportation infrastructure industries. The Company's focus is primarily utility & infrastructure construction and specialized equipment rental. The Company's strategy is to acquire complementary service companies in Western Canada, consolidating capital, management and human resources to support continued growth. Enterprise became a Western Canadian leader in flameless heat technology in September 2012 with its acquisition of Artic Therm International Ltd. and is poised to become a technological leader in underground infrastructure construction upon closing of its pending infrastructure construction acquisition.
The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "US Securities Act"), or any state securities laws, and accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or solicitation of an offer to buy any of the Company's securities in the United States.
Certain statements contained in this news release constitute forward-looking information. These statements relate to future events or the Company's future performance. The use of any of the words "could", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Company's current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, statements with respect to the completion of the proposed transaction announced on February 28, 2013, shareholder approval with respect to the Offering and the terms of the Offering. The Company's Annual Information Form and other documents filed with securities regulatory authorities (accessible through the SEDAR website www.sedar.com) describe the risks, material assumptions and other factors that could influence actual results and which are incorporated herein by reference. The Company disclaims any intention or obligation to publicly update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as may be expressly required by applicable securities laws.