NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Superior Plus Corp. (Superior or the Corporation) announced today that it has entered into an equity distribution agreement (the Equity Distribution Agreement) with Canaccord Genuity Corp. pursuant to which Superior may, from time to time, sell common shares (the Common Shares) in the capital of the Corporation having aggregate gross proceeds of up to $100,000,000. The At-the-Market equity financing program (the ATM) is designed to enable Superior to issue Common Shares from treasury at lower cost than traditional offerings, without discount and at prevailing trading prices. Superior intends to use the net proceeds from the sale of Common Shares primarily to fund tuck-in acquisitions, including the recently announced US retail propane and US wholesale propane acquisitions, and, in the interim, to repay indebtedness under Superiors credit facilities.
Since the Common Shares will be distributed at trading prices prevailing at the time of the sale, prices may vary between purchasers and during the period of distribution. The volume and timing of sales, if any, will be determined at the sole discretion of Superiors board of directors and management. To date, no Common Shares have been distributed by Superior pursuant to the Equity Distribution Agreement.
Superior maintains a robust pipeline of acquisition opportunities in our Energy Distribution and Specialty Chemicals businesses, said Beth Summers, Executive Vice President and Chief Financial Officer. As we continue to grow, as demonstrated by our recent Energy Distribution tuck-in acquisitions, adding the ATM provides a low-cost and flexible funding alternative to finance these acquisitions.
Sales of Common Shares, if any, under the ATM are anticipated to be made in transactions that are deemed to be “at-the-market distributions” as defined in National Instrument 44-102 “ Shelf Distributions, including sales made directly on the Toronto Stock Exchange or any other recognized “marketplace” within the meaning of National Instrument 21-101 “ Marketplace Operation in Canada. The ATM program is being facilitated pursuant to a prospectus supplement (“Prospectus Supplement“) dated September 27, 2018 to Superior’s short form base shelf prospectus (the “Shelf Prospectus“) dated November 9, 2016, filed with the securities regulatory authorities in each of the provinces and territories of Canada. The Shelf Prospectus and Prospectus Supplement are available on SEDAR at www.sedar.com or may be obtained from Superior upon written request from the contact below.
About the Corporation
Superior consists of two primary operating businesses: Energy Distribution includes the distribution of propane and distillates, and supply portfolio management; and Specialty Chemicals includes the manufacture and sale of specialty chemicals.
Notice to Reader
No securities regulatory authority has approved or disapproved the content of this press release. This press release does not constitute an offer to sell or a solicitation of an offer to buy the Common Shares nor shall there be any sale of the Common Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification under the securities laws of such jurisdiction.
Forward Looking Information
Certain information included herein is forward-looking, within the meaning of applicable Canadian securities laws. Such information is typically identified by words such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “plan”, “intend”, “forecast”, “future”, “guidance”, “may”, “predict”, “project”, “should”, “strategy”, “target”, “will” or similar expressions suggesting future outcomes. Forward-looking information in this news release includes statements concerning the anticipated sale and distribution of Common Shares, the volume and timing of the sale and distribution of Common Shares, Superiors intended use of the net proceeds of any offering of Common Shares, the costs to Superior of any offering of Common Shares and the anticipated benefits and impacts of the at-the-market distribution program.
These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. No assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this news release should not be unduly relied upon. These statements speak only as of the date of this news release. Superior does not undertake any obligation to update publicly or to revise any of the included forward-looking statements whether as a result of new information, future events or otherwise, except as may be required by applicable laws. Forward-looking information contained in this news release is provided for the purpose of providing information about management’s goals, plans and range of expectations for the future and may not be appropriate for other purposes.