Toronto, Ontario – September 6, 2018: Aecon Group Inc. (“Aecon” or the “Company”) (TSX: ARE) today announced that it has entered into an agreement with a syndicate of underwriters co-led by TD Securities Inc. and CIBC Capital Markets pursuant to which the underwriters will purchase, on a bought deal basis, $160 million aggregate principal amount of convertible unsecured subordinated debentures at a price of $1,000 per debenture (the “Debentures”). Aecon has also granted the underwriters an over-allotment option to purchase up to an additional $24 million aggregate principal amount of Debentures, exercisable in whole or in part for a period of 30 days following closing of the offering, to cover over-allotments, if any.
The Debentures will mature on December 31, 2023 (the “Maturity Date”) and will accrue interest at the rate of 5.00% per annum payable on a semi-annual basis. At the holder’s option, the Debentures may be converted into common shares of Aecon at any time up to the Maturity Date or the business day immediately preceding the date fixed for redemption of the Debentures by the Company. The conversion price will be $24.00, an approximate 40% premium to the present market price, for each common share of the Company, subject to adjustment in certain circumstances.
The Debentures will be direct, unsecured obligations of Aecon, subordinated to other indebtedness of the Company for borrowed money and ranking equally with all other unsecured subordinated indebtedness.
The Debentures will not be redeemable prior to December 31, 2021. On and after December 31, 2021 and prior to December 31, 2022, Aecon may, at its option, redeem the Debentures, in whole or in part, at par plus accrued and unpaid interest, provided that the volume weighted average trading price of Aecon’s common shares on the Toronto Stock Exchange for the 20 consecutive trading days preceding the date on which the notice of redemption is given is not less than 125% of the conversion price. On and after December 31, 2022 and prior to the Maturity Date, Aecon may, at its option, redeem the Debentures, in whole or in part, at par plus accrued and unpaid interest.
Subject to specified conditions, Aecon will have the right to repay the outstanding principal amount of the Debentures, on maturity or redemption, through the issuance of common shares of the Company.
Aecon intends to use the net proceeds of the offering to fund the redemption of Aecon’s 5.5% convertible unsecured subordinated debentures due December 31, 2018 (the “5.5% Debentures”) and for general corporate purposes. Immediately following closing of the offering, Aecon intends to issue a notice to redeem the 5.5% Debentures on or about October 26, 2018.
The offering is scheduled to close on or about September 26, 2018 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the Toronto Stock Exchange.
A preliminary short form prospectus will be filed with securities regulatory authorities in all provinces of Canada. The securities offered have not been and will not be 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 of such Act. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction.
ABOUT AECON
Aecon Group Inc. (TSX: ARE) is a Canadian leader and partner-of-choice in construction and infrastructure development. Aecon provides integrated turnkey services to private and public sector clients in the Infrastructure and Industrial sectors, and provides project management, financing and development services through its Concessions segment. For more information, please visit aecon.com and follow us on Twitter, LinkedIn, and Instagram @AeconGroup.