Great Lakes Hydro Income Fund Announces Closing of $75 Million Bought Deal Offering
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
GATINEAU, Quebec, January 6, 2009 (GLH.UN) - Great Lakes Hydro Income Fund (the “Fund”) announces today that the Fund has closed the previously-announced public offering of 4,690,000 trust units of the Fund (“Trust Units”) at C$16.00 per Trust Unit to raise gross proceeds of approximately C$75 million on a bought deal basis (the “Offering”). The underwriting syndicate was led by CIBC World Markets Inc. and RBC Capital Markets, and included Scotia Capital Inc., TD Securities Inc., BMO Nesbitt Burns Inc., National Bank Financial Inc., HSBC Securities (Canada) Inc., Canaccord Capital Corporation and FirstEnergy Capital Corp (collectively, the “Underwriters”).
As previously announced, the Fund intends to use C$65 million of the net proceeds from the Offering to fund the indirect acquisition from Brookfield Renewable Power Inc. (“Brookfield Renewable”) of an approximate 49.9% interest in: (i) the 189 MW Prince Wind farm in Ontario and (ii) a 50% joint venture interest in the 45 MW Pingston Hydro station in British Columbia (the “Proposed Acquisition”). The remaining net proceeds of the Offering will be used by the Fund for general corporate purposes. Brookfield Renewable will retain an approximate 50.01% interest in Prince Wind and Pingston Hydro through its ownership of C$65 million of shares exchangeable into Trust Units on a one-for-one basis. The Proposed Acquisition is expected to close in the first quarter of 2009.
Concurrent with the closing of the Offering, the Fund also sold to Brookfield Renewable, on a private placement basis, approximately C$10 million of Trust Units at the offering price of $16.00 per Trust Unit (the “Private Placement”). The Fund intends to use the proceeds from the Private Placement for working capital and other general corporate purposes. Following closing of the Offering, the Private Placement and the Proposed Acquisition, and assuming the exchange of all exchangeable shares held by Brookfield Renewable into Trust Units, Brookfield Renewable will maintain its approximate 50.01% ownership interest in the Fund.
The Underwriters have been granted an over-allotment option (the “Over-Allotment Option”) to acquire up to an additional 703,500 Trust Units at the offering price of C$16.00 per Trust Unit for a period of 30 days following the closing of the Offering. The net proceeds resulting from the exercise, if any, of the Over-Allotment Option will be used for general corporate purposes. If the Over-Allotment Option is exercised, in order to maintain its approximate 50.01% interest in the Fund (on a fully-exchanged basis), Brookfield Renewable will subscribe for Trust Units equal to the number of Trust Units purchased by the Underwriters pursuant to the Over-Allotment Option.
The Trust Units are listed for trading on the Toronto Stock Exchange under the symbol GLH.UN.
This news release shall not constitute an offer of securities for sale in the United States. The Trust Units offered will not be and have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold into the United States absent registration or an exemption from registration. There shall not be any public offering of the Trust Units in the United States.
About Great Lakes Hydro Income Fund
Great Lakes Hydro (www.greatlakeshydro.com) is a premier Canadian income fund. We are the largest power income fund in North America with 1,021 megawatts of power generating capacity and an average annual production of 3,912 gigawatt hours.
Great Lakes Hydro Income Fund produces electricity exclusively from environmentally friendly hydroelectric resources. The Fund owns, operates and manages 26 high quality hydroelectric generating stations located on eight river systems in four distinct geographic regions across North America: Quebec, Ontario, British Columbia and New England.
Brookfield Renewable Power, which comprises all the power operations of Brookfield Asset Management, owns 50.1% of the Fund’s outstanding units.
Great Lakes Hydro Income Fund units are listed for trading on the Toronto Stock Exchange under the symbol GLH.UN.
Forward Looking Information
Certain information regarding the Fund contained herein may constitute forward-looking statements. Forward-looking statements may include estimates, plans, expectations, opinions, forecasts, projections, guidance or other statements that are not statements of fact. The words “will” and “expected” which are predictions of or indicate future events, trends or prospects and which do not relate to historical matters identify forward-looking statements. Forward looking statements in this press release include statements regarding the closing of the offering and the proposed acquisition, their impact on the business, operations, financial condition and tax position of the Fund and the intention of the Fund to seek further acquisitions. Although the Fund believes that the Fund’s anticipated future results, performance or achievements expressed or implied by the forward-looking statements and information are based upon reasonable assumptions and expectations, it can give no assurance that such expectations will prove to have been correct. The reader should not place undue reliance on forward looking statements and information as such statements and information involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Fund to differ materially from anticipated future results, performance or achievement expressed or implied by such forward-looking statements and information.
Factors that could cause actual results to differ materially from those contemplated or implied by forward-looking statements include: the risk that the definitive agreements for the acquisition are not entered into or that the acquisition does not close, other risks associated with the acquisition and achieving the anticipated benefits, economic and financial conditions, the behaviour of financial markets including fluctuations in interest and exchange rates, risks of equipment failure and other risks and factors detailed from time to time in the company’s Annual Information Form filed with the securities regulators in Canada under the heading “Risk Factors”. We caution that the foregoing list of important factors that may affect future results is not exhaustive. Except as required by law, the Fund undertakes no obligation to publicly update or revise any forward looking statements or information, whether written or oral, that may be as a result of new information, future events or otherwise.
Unitholder enquiries should be directed to Zev Korman, Director, Investor Relations and Communications at (416) 359-1955 or unitholderenquiries@greatlakeshydro.com.
Web Site: www.greatlakeshydro.com
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
