Stelco Holdings Inc. and Bedrock Industries B.V. Announce Secondary Bought Deal Equity Offering
28 Marzo 2018 - 2:18PM
Not for distribution to U.S. news wire
services or dissemination in the United States.
Stelco Holdings Inc. (“Stelco” or the “Company”), (TSX:STLC) and
Bedrock Industries B.V. (the “Selling Shareholder”) have announced
today that a syndicate of underwriters (the “Underwriters”), led by
BMO Capital Markets and Goldman Sachs Canada Inc., have agreed to
buy from the Selling Shareholder on a bought deal basis 10,000,000
common shares of the Company (the “Common Shares”), at a price of
$21.75 per Common Share less the underwriting commission for
aggregate proceeds of C$217,500,000 million to the Selling
Shareholder (the “Offering”). The Selling Shareholder has granted
the Underwriters an option, exercisable at the same price for a
period of 30 days following the closing of the Offering, to
purchase up to an additional 15% of the Offering to cover
over-allotments, if any and for consequent market stabilization
purposes. The offering is expected to close on or about April 4,
2018 and is subject to certain conditions, including all necessary
regulatory approvals.
Bedrock Industries B.V. currently holds,
75,426,988 Common Shares of the Company representing approximately
84.9% of the issued and outstanding Shares. Following the closing
of the Offering (assuming no exercise of the over-allotment
option), Bedrock Industries B.V. will hold, 65,426,988 Common
Shares, representing approximately 73.7% of the issued and
outstanding Shares.
The net proceeds of the Offering will be paid
directly to Bedrock Industries B.V. The Company will not receive
any proceeds from the Offering.
The Common Shares will be offered in each of the
provinces and territories of Canada pursuant to the Company’s base
shelf prospectus dated February 8, 2018 and may also be offered by
way of private placement in the United States. The terms of the
Offering will be described in a prospectus supplement to be filed
with Canadian securities regulators. The lead Underwriters are
waiving a lock-up restriction with respect to the Common Shares
held by the Selling Shareholder to be sold in the Offering.
The securities offered have not been registered
under the U.S. Securities Act of 1933, as amended, and may not be
offered or sold in the United States absent registration or an
applicable exemption from the registration requirements. This press
release shall not constitute an offer to sell or the solicitation
of an offer to buy nor shall there be any sale of the securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful.
About StelcoStelco is a low
cost, integrated and independent steelmaker with one of the newest
and most technologically advanced integrated steelmaking facilities
in North America. Stelco produces flat-rolled value-added steels,
including premium-quality coated, cold-rolled and hot-rolled steel
products. With first-rate gauge, crown, and shape control, as well
as reliable uniformity of mechanical properties, our steel products
are supplied to customers in the construction, automotive and
energy industries across Canada and the United States as well as to
a variety of steel services centres, which are regional
distributers of steel products.
Forward-Looking
InformationCertain statements contained in this press
release contain “forward-looking information” (“forward looking
statements”) within the meaning of Canadian securities laws,
including statements regarding the completion of and expected
closing date of the Offering. These forward-looking
statements represent the Company's expectations or beliefs
concerning future events, and it is possible that the results
described in this press release will not be achieved. These
forward-looking statements are subject to risks, uncertainties and
other factors, including changes in general economic and/or market
conditions, material changes in the business or affairs of the
Company and conditions to closing the Offering, many of which
are outside of the Company’s control, which could cause
actual results to differ materially from the results
discussed in the forward-looking statements.
Any forward-looking statement speaks only as of
the date on which it is made, and, except as required by law, the
Company does not undertake any obligation to update or revise any
forward looking statement, whether as a result of new information,
future events or otherwise. New factors emerge from time to
time, and it is not possible for the Company to predict all such
factors. When considering these forward-looking statements, you
should keep in mind the risk factors and other cautionary
statements described in the Company’s management’s discussion and
analysis for the year ended December 31, 2017 and referred to under
the heading “Risk Factors” in the Company’s final supplemented prep
prospectus dated November 2, 2017 in respect of the Company’s
initial public offering that closed on November 10, 2017 and
available on SEDAR at www.sedar.com. The forward-looking statements
contained in this release are made as of the date hereof. Stelco
undertakes no obligation to update publicly or revise any
forward-looking statements, whether written or oral, whether as a
result of new information, future events or otherwise, except as
required by law.
For Further Information
For investor enquiries: Don Newman, Chief Financial
Officer, 905.528.2511, don.newman@stelco.com
For media enquiries: Trevor Harris, Vice-President, Corporate
Affairs, 905.577.4447, trevor.harris@stelco.com
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