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Emera Announces Closing of Transaction to Acquire All Remaining Outstanding Common Shares of ICD Utilities Limited

 

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Pursuant to the terms of the Transaction, ICDU shareholders were able to elect to receive BSD$8.85 in cash per common share or 0.913 depositary receipts representing common shares in Emera (“DRs”) or a combination of cash and DRs.  Shareholders who did not submit a validly completed election notice by 5:00 p.m. (Freeport time) on November 27, 2017 were deemed to have elected to receive Emera DRs.

The Bahamas Central Securities Depository Limited (“BCSD”) has advised that it expects to complete the payment of electronic transfers of the cash consideration by the close of business today.

Please note that all shareholders that have requested a cheque payment can collect their cheques on Wednesday, January 17, 2018 from 9am to 5pm at the following locations:

 

– In Nassau – BCSD’s Office – Fort Nassau Centre – British Colonial Hilton Hotel – 2nd Floor – Suite 202

– In Grand Bahama – Grand Bahama Power – The Mall Drive – Freeport

 

Please bring two forms of Government issued ID.

Cheques for shareholders that reside in Eleuthera will be sent via the Eleuthera Express or the Bahamas Fast Ferries.

Cheques not collected will be mailed on Thursday, January 18, 2018. However, shareholders that are unable to collect their cheques on Wednesday, January 17, 2018 at the above locations and wish for BCSD to hold their cheques for pick up on a later date should contact BCSD immediately at 242.322.5522.

Each DR initially represents one quarter of an Emera common share.  The Transaction price described above represented a 26% premium to the price that the ICDU shares had last traded on the Bahamas International Securities Exchange (“BISX”) and a 33% premium over the 24-month volume-weighted average share price at the time the Transaction was announced, for total consideration of approximately BSD$34,745,834 and valuing ICDU at BSD$88,500,000.

DRs were not offered to any shareholder in the United States. Each shareholder in the United States received BSD$8.85 in cash for each ICDU share being acquired.

ICDU controls 50% of Grand Bahama Power Company Limited (“GBPC”), a vertically-integrated utility and the sole provider of electricity on Grand Bahama Island in The Bahamas with approximately CAD $0.4 billion of assets.

 

All of Emera’s Caribbean interests, including GBPC, are held through its indirect, wholly-owned subsidiary, Emera (Caribbean) Incorporated.

 

BISX has advised that it will provide information about the listing and trading of the DRs in due course and that former shareholders who have questions about the listing and trading of the DRs should contact BISX directly. The listing of the common shares of Emera underlying the DRs has been conditionally approved by the Toronto Stock Exchange.

 

Forward Looking Information

This news release contains forward-looking information within the meaning of applicable securities laws, including with respect to the anticipated date for listing and trading of the DRs and the payment of the cash consideration under the Transaction. By its nature, forward-looking information requires Emera and ICDU to make assumptions and is subject to inherent risks and uncertainties. These statements reflect Emera and ICDU management’s current beliefs and are based on information currently available to Emera and ICDU management. There is a risk that predictions, forecasts, conclusions and projections that constitute forward-looking information will not prove to be accurate, that Emera and ICDU’s assumptions may not be correct and that actual results may differ materially from such forward-looking information. Additional detailed information about these assumptions, risks and uncertainties is included in the securities regulatory filings of Emera and ICDU which, for Emera, can be found on SEDAR at www.sedar.com, and for ICDU, can be found at www.bisxbahamas.com and were included in the proxy statement of ICDU under the headings “Forward Looking Information” and “Risk Factors”.

 

About ICD Utilities Limited

ICDU controls 50% of GBPC, a vertically-integrated utility and the sole provider of electricity on Grand Bahama Island in The Bahamas with approximately  CAD $0.4 billion of assets. GBPC serves approximately 19,000 customers, has a workforce of approximately 185 employees and is regulated by The Grand Bahama Port Authority (“GBPA”). The GBPA has granted GBPC a licensed, regulated and exclusive franchise to generate, transmit and distribute electricity on the island until 2054. GBPC’s approved regulated return on rate base is currently 8.5%. A fuel pass-through mechanism provides the opportunity to recover fuel costs in a timely manner.

 

About Emera (Caribbean) Incorporated

Emera (Caribbean) Incorporated (“ECI”) is an energy and services company based in Barbados, West Indies. The Company’s holdings include The Barbados Light & Power Co. Ltd. (wholly owned); Emera Caribbean Renewables Limited (wholly owned); a 51.91% interest in Dominica Electricity Services Limited; and a 19.1% interest in St. Lucia Electricity Services Limited. In alignment with Emera, ECI’s purpose is to meet the energy needs of its customers today, and provide solutions to power a sustainable future. ECI operates on a foundation of operational and service excellence that focuses on safety and health, stakeholder relationships, and investment in its people. Additional information can be accessed at www.emeracaribbean.com.

 

About Emera Incorporated

Emera is a geographically diverse energy and services company headquartered in Halifax, Nova Scotia with approximately CAD$28 billion in assets and 2016 revenues of more than CAD$4 billion. The company invests in electricity generation, transmission and distribution, gas transmission and distribution, and utility energy services with a strategic focus on transformation from high carbon to low carbon energy sources. Emera has investments throughout North America, and in four Caribbean countries. Emera continues to target achieving a minimum of 75% of its adjusted net income from rate-regulated businesses.  Emera’s common and preferred shares are listed on the Toronto Stock Exchange and trade respectively under the symbol EMA, EMA.PR.A, EMA.PR.B, EMA.PR.C, EMA.PR.E, and EMA.PR.F. Depositary receipts representing common shares of Emera are listed on the Barbados Stock Exchange under the symbol EMABDR. Additional Information can be accessed at www.emera.com or at www.sedar.com.

 

For more information, please contact:

Shareholders looking for further information regarding the Transaction, please contact:

 

The BCSD by mail at British Colonial Hilton, Fort Nassau Centre, 2nd Floor, Suite 202, West Bay Street, Nassau, Bahamas, by email at info@bahamascsd.com or by telephone at 242.322.5522 or 242.322.5523.

 

Investor Relations:

Ken McOnie, 902-428-6945
Ken.McOnie@emera.com

 

Media:

 

For Emera:

Kathy Purcell, 902-425-8621

kathy.purcell@emera.com

 

For Emera (Caribbean) Inc.:

Nichole Stuart, 246‐836‐5531

nichole.stuart@emeracaribbean.com