TORONTO, ONTARIO--(Marketwired - July 5, 2013) -
NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES
Threshold Power Trust ("Threshold Power") is pleased to announce that it has filed a preliminary prospectus with the securities regulatory authorities in all of the provinces and territories of Canada in connection with a proposed initial public offering of trust units (the "Units").
The offering is being made through a syndicate of underwriters co-led by CIBC, Scotiabank, National Bank Financial Inc. and Stifel Nicolaus Canada Inc. and including, Canaccord Genuity Corp., Desjardins Securities Inc., GMP Securities L.P. and Raymond James Ltd.
The majority of the net proceeds of the offering will be used to acquire (the "Acquisitions") indirect interests in eight limited liability companies that own nine operating wind projects in the U.S. with a gross installed power generating capacity of 804.7 MW. A portion of the net proceeds will be used for general corporate purposes and to fund future acquisitions.
The preliminary prospectus, which contains important information relating to Threshold Power and the trust units, may be obtained on SEDAR and is available for review at www.sedar.com. The preliminary prospectus is still subject to completion or amendment.
This press release does not constitute an offer to sell or the solicitation of any offer to buy the securities in the United States, in any province or territory of Canada or in any other jurisdiction. The securities to be offered have not been, and will not be, registered under the United States Securities Act of 1933, as amended ("U.S. Securities Act") or any U.S. state securities laws and may not be offered or sold in the United States absent registration or absent an applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. There shall be no sale of the securities in any jurisdiction in which an offer to sell, a solicitation of any offer to buy or a sale would be unlawful.
The preliminary prospectus has not yet become final for the purpose of a distribution to the public and there shall not be any sale or any acceptance of an offer to buy these securities in any province or territory of Canada prior to the time a receipt for the final prospectus or other authorization is obtained from the securities regulatory authority in such province or territory.
About Threshold Power
Threshold Power was established to seek returns for holders of Units through direct or indirect investments in operating renewable energy projects in the U.S.
Threshold Power intends to qualify as a "mutual fund trust" under the Income Tax Act (Canada) (the "Tax Act"). The Trust will not be a "SIFT trust" (as defined in the Tax Act), provided that the Trust complies at all times with its investment restriction which precludes the Trust from holding any "non-portfolio property" (as defined in the Tax Act).
This news release contains forward-looking information that involves substantial known and unknown risks and uncertainties, most of which are beyond the control of Threshold Power, including, without limitation, those listed under "Risk Factors" and "Forward-Looking Information" in Threshold Power's preliminary prospectus (collectively, "forward-looking information"). Forward-looking information in this news release includes information concerning the proposed initial public offering, the use of proceeds, the completion and receipt of necessary authorization from securities regulatory authorities, Threshold Power's objectives and status as a mutual fund trust and not a SIFT trust and Threshold Power's expectations regarding returns for unitholders. Threshold Power cautions investors of Threshold Power's securities about important factors that could cause Threshold Power's actual results to differ materially from those projected in any forward-looking statements included in this news release, including the risk that the offering of units will not be completed. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and may be forward-looking and may involve estimates, assumptions and uncertainties which could cause actual results or outcomes to differ unilaterally from those expressed in such forward-looking statements. No assurance can be given that the expectations set out in Threshold Power's preliminary prospectus or herein will prove to be correct and accordingly, prospective investors should not place undue reliance on these forward-looking statements. These statements speak only as of the date of this press release and Threshold Power does not assume any obligation to update or revise them to reflect new events or circumstances.