SNC-Lavalin Group Inc. (TSX: SNC) (“SNC-Lavalin” or the “Corporation”) announced that it has closed its previously announced public offering (the “Public Offering”) of 15,550,000 subscription receipts (the “Subscription Receipts”), at a price of $51.45 per Subscription Receipt for aggregate gross proceeds of $800,047,500. Prior to closing, the syndicate of underwriters, co-led by RBC Capital Markets, TD Securities and BMO Capital Markets (the “Co-Lead Underwriters”), and including Scotia Capital Inc., National Bank Financial Inc., CIBC World Market Inc., HSBC Securities (Canada) Inc., BNP Paribas (Canada) Securities Inc., Merrill Lynch Canada Inc., Desjardins Securities Inc., Citigroup Global Markets Canada Inc., Raymond James Ltd. and Canaccord Genuity Corp., also exercised their over-allotment option in full, resulting in an issuance of 1,555,000 additional Subscription Receipts for additional gross proceeds of $80,004,750, resulting in aggregate gross proceeds of $880,052,250. The Subscription Receipts are expected to begin trading on Thursday April 27, 2017, under the ticker symbol SNC.R.
SNC-Lavalin has also completed its previously announced private placement (the “Concurrent Private Placement”) of 7,775,000 subscription receipts (the “Placement Subscription Receipts”) with a wholly-owned subsidiary of Caisse de dépôt et placement du Québec (“Caisse”), at a price of $51.45 per Placement Subscription Receipt for aggregate gross proceeds of $400,023,750.
SNC-Lavalin intends to use the net proceeds of the Public Offering and the Concurrent Private Placement to finance the payment of a portion of the purchase price and related expenses of its previously announced proposed acquisition (the “Acqusition”) of the entire issued and to be issued share capital of WS Atkins plc (“Atkins”).
The net proceeds from the Public Offering and the proceeds from the Concurrent Private Placement will be held in escrow pending the completion of the Acquisition. If the Acquisition is completed on or prior to 11:59 pm (London, UK time) on July 31, 2017 (or such later date as SNC-Lavalin and Atkins may agree for purposes of the Acquisition closing, subject to regulatory consents and court approvals, which date shall be no later than October 27, 2017), the proceeds will be released to the Corporation and each holder of a Subscription Receipt and Caisse, in its capacity as holder of the Placement Subscription Receipts, will receive, without additional consideration and without further action, one common share of SNC-Lavalin (the “Common Shares”) for each Subscription Receipt or Placement Subscription Receipt, as applicable, held upon closing of the Acquisition together with, without duplication, an amount, if any, equal to the amount per Common Share of any cash dividends for which record dates for the payment thereof have occurred during the period from April 27, 2017 to the date immediately preceding the date of the Acquisition closing, less any applicable withholding taxes.
If the Acquisition does not occur on or prior to 11:59 pm (London, UK time) on July 31, 2017 (or such later date as SNC-Lavalin and Atkins may agree for purposes of the Acquisition closing, subject to regulatory consents and court approvals, which date shall be no later than October 27, 2017), if the proposed scheme of arrangement in respect of the Acquisition is not approved by the requisite majority of Atkins shareholders or not court sanctioned, or lapses or is withdrawn; or if the Corporation advises the Co-Lead Underwriters, Caisse and the subscription receipt agent or announces to the public that it does not intend to proceed with the Acquisition, the holders of Subscription Receipts and Caisse, as holder of the Placement Subscription Receipts, will receive a cash payment equal to the offering price of the Subscription Receipts or the Placement Subscription Receipts, as applicable, plus their pro rata share of the interest actually earned on the escrowed funds during the term of the escrow. 50% of the underwriters’ fee was paid upon closing of the Public Offering and the Concurrent Private Placement and the other 50% will be paid upon closing of the Acquisition. Caisse will be paid a subscription fee equal to 4% of the aggregate amount for which it has directly or indirectly subscribed for under the Concurrent Private Placement upon closing of the Acquisition.
Neither the Subscription Receipts nor the underlying Common Shares offered have been, and they will not be, registered under the U.S. Securities Act of 1933, as amended, and such securities may not be offered or sold in the United States, absent registration or an applicable exemption from registration. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Subscription Receipts or the underlying Common Shares. The offering or sale of the Subscription Receipts and the underlying Common Shares shall not be made in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Founded in 1911, SNC-Lavalin is one of the leading engineering and construction groups in the world and a major player in the ownership of infrastructure. From offices in over 50 countries, SNC-Lavalin’s employees are proud to build what matters. Our teams provide engineering, procurement, construction, completions and commissioning services together with a range of sustaining capital services to clients in four industry sectors: oil and gas, mining and metallurgy, infrastructure and power. SNC-Lavalin can also combine these services with its financing and operations and maintenance capabilities to provide complete end-to-end project solutions. www.snclavalin.com
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