Fortis Inc. ("Fortis" or the "Corporation") (NYSE:FTS) announced today that its wholly owned subsidiary Fortis Energy Caribbean Inc. ("FECI") has agreed to provide a standby commitment (the "Standby Commitment") for a rights offering (the "Rights Offering") by Caribbean Utilities Company, Ltd. ("CUC") (TSX:CUP). Pursuant to the Rights Offering, CUC will issue up to an aggregate of 3,822,298 or 10% of its currently issued and outstanding Class A Ordinary Shares (the "CUC Shares"). FECI will exercise the rights issued to it in the Rights Offering and will acquire a minimum of 2,220,422 CUC Shares at a price of US$13.41 per CUC Share for aggregate consideration of US$29,775,859.02.
Subject to certain customary terms and conditions, FECI may acquire up to 1,601,876 additional CUC Shares at the same price pursuant to the Standby Commitment. If there are no other subscribers in the Rights Offering, FECI will acquire a total of 3,822,298 CUC Shares through the Rights Offering and Standby Commitment for aggregate consideration of US$51,257,016.18. Based on the average daily rate of exchange quoted by the Bank of Canada on September 19, 2024, the consideration in Canadian dollars is C$18.19 per CUC Share or aggregate consideration of C$69,527,600.62 should there be no other subscribers in the Rights Offering.
Prior to the Rights Offering, Fortis indirectly owned 22,204,229 CUC Shares representing approximately 58% of the CUC Shares. On closing of the Rights Offering, which is expected to occur on or about November 4, 2024, Fortis will beneficially own approximately 58% of the CUC Shares if the Rights Offering is fully subscribed or approximately 62% of the CUC Shares if there are no other subscribers in the Rights Offering.
The purpose of the Rights Offering is to provide CUC with capital to be used to finance alternative energy projects, ongoing additions and upgrades to its generation, transmission and distribution systems and for general corporate purposes.
Fortis will review its holdings in CUC Shares from time to time and may acquire additional securities or dispose of securities of CUC, in either case, in the open market, by private agreement or otherwise, depending on numerous factors, including without limitation, the availability of securities of CUC, economic conditions, market conditions and other business and investment opportunities available to Fortis.