OAKVILLE, ON – September 19, 2019 – Spark Power Group Inc. (TSX: SPG)(SPG.WT), parent company of Spark Power Corp. (“Spark Power”, “Spark” or the “Company”), 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 across North America is pleased to announce that it is filing today a notice of rights offering (the “Notice”) and rights offering circular (the “Circular”) in respect of an offering (the “Rights Offering”) of rights (“Rights”) to acquire common shares of the Company (“Common Shares”) to raise gross proceeds of up to C$6,000,000. Spark intends to use the net proceeds of the Rights Offering to repay a portion of the indebtedness outstanding under the revolving credit line under the Company’s credit facility.
Pursuant to the Rights Offering, each holder of Common Shares of record as at the close of business on September 26, 2019 (the “Record Date”) will receive one Right for each Common Share held. Each Right will entitle the holder to subscribe for 0.135789272 of a Common Share at a subscription price (the “Subscription Price”) of C$0.96 per whole Common Share (the “Basic Subscription Privilege”). The Subscription Price represents an approximate 20% discount to the five-day volume-weighted average trading price of the Common Shares on the Toronto Stock Exchange (the “TSX”) prior to the date hereof.
The Rights will trade on the Toronto Stock Exchange under the symbol “SPG.RT” commencing on September 25, 2019 and until 12:00 noon (Toronto time) on October 29, 2019 at which time they will be halted from trading. The Rights will expire at 5:00 p.m. (Toronto time) (the “Expiry Time”) on October 29, 2019, after which time unexercised Rights will be void and of no value.
Holders of Rights who fully exercise their Rights under their Basic Subscription Privilege will also be entitled to subscribe for additional Common Shares, on a pro rata basis, if available as a result of unexercised Rights prior to the Expiry Time (the “Additional Subscription Privilege”), subject to certain limitations as set out in the Circular.
The Company currently has 46,027,200 Common Shares issued and outstanding. If all Rights issued under the Rights Offering are validly exercised, an additional 6,250,000 Common Shares will be issued. Certain insiders of the Company, including each of Jason Sparaga, Andrew Clark and Eric Waxman, have advised the Company that they intend to exercise their full Basic Subscription Privilege (other than in respect of Rights controlled by such insiders and held by Spark Power Holdings Limited Partnership and Spark Power Holdings II Limited Partnership), and may also exercise Rights under the Additional Subscription Privilege, if applicable. The full Basic Subscription Privilege of these insiders (excluding in respect of Rights controlled by such insiders and held Spark Power Holdings Limited Partnership and Spark Power Holdings II Limited Partnership) represents 2,944,805 Common Shares or approximately 47.1% of the Common Shares offered under the Rights Offering.
Complete details of the Rights Offering will be set out in the Circular, the Notice and the Notice to Ineligible Shareholders which will be available under Spark’s profile on SEDAR at www.sedar.com. The Notice and accompanying rights certificate (“Rights Certificate”) will be mailed to each registered shareholder of the Company resident in the Eligible Jurisdictions (as defined below) as at the Record Date. Registered shareholders who wish to exercise their Rights must forward the completed Rights Certificate, together with the applicable funds, to the rights agent, TSX Trust Company, on or before the Expiry Time. Shareholders who own their Common Shares through an intermediary, such as a bank, trust company, securities dealer or broker, will receive materials and instructions from their intermediary.
The Rights Offering will be conducted only in the provinces and territories of Canada (the “Eligible Jurisdictions”). Accordingly, and subject to the detailed provisions of the Circular, Rights will not be delivered to, nor will they be exercisable by, persons resident outside of the Eligible Jurisdictions unless such holders can establish that the transaction is exempt under applicable legislation. Rather, such Rights may be sold on their behalf. If you are a holder of Common Shares and reside outside of Canada please review the Notice, the Circular and the Notice to Ineligible Shareholders to determine your eligibility and the process and timing requirements to receive and exercise your Rights. The Company requests that any ineligible shareholder interested in exercising their Rights contact the Company at their earliest convenience.
Neither the Rights being offered or the Common Shares issuable upon exercise of the Rights have been or will be registered under the United States Securities Act of 1933, as amended, and may not be exercised, offered or sold, as applicable, in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy the securities of the Company. There shall be no offer or sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification of such securities under the laws of any such jurisdiction.
Completion of the Rights Offering is subject to regulatory approval, including the approval of the TSX.
About Spark Group Inc.
Spark Power Corp (“Spark Power”) is the 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, knowledge of the power industry, distributed branch model, 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.
This news release contains statements which constitute “forward-looking information” within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of the Company with respect to future business activities and operating performance. Forward-looking information is often identified by words such as “believe”, “anticipate”, “project”, “expect”, “intend”, “plan”, “will”, “may”, “estimate” and other similar expressions and includes information regarding the completion of the Rights Offering, the anticipated use of proceeds from the Rights Offering and the intention of Messrs. Sparaga, Clark and Waxman to participate in the Rights Offering. Investors are cautioned that forward-looking information is not based on historical fact but instead reflects management’s expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the Company. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: risks that the Rights Offering may not be completed for any reason, risks related to the receipt of final approval from the Toronto Stock Exchange in respect of the Rights Offering and the timing thereof, and the risk factors set out in the Company’s AIF, filed with Canadian securities regulators and available on the Company’s profile on SEDAR at www.sedar.com. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors that could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.
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