Term Sheet
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July 8, 2020
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Issuer:
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Algonquin Power and Utilities Corp. (the “Corporation”).
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Issue:
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32,170,000 common shares (the “Shares”).
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Issue Amount:
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C$550,107,000 (the “Offering”).
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Issue Price:
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C$17.10 per Share.
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Over-Allotment
Option:
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The underwriters shall have the option, exercisable in whole or in part from time to time for a period of 30 days from the closing date of the Offering (“Closing”), to purchase up to an additional 15% of the
number of Shares issued under the Offering, being 4,825,500 Shares, at the offering price and on the same terms and conditions as the offering to cover over-allotments, if any, and for market stabilization purposes.
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Use of Proceeds:
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The Corporation intends to use the net proceeds of the Offering [and the Concurrent Offering (as defined below)] to partially finance the Corporation’s previously announced renewable development growth
projects and for general corporate purposes.
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Dividends:
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The first dividends which purchasers of the Shares in the Offering would be entitled to receive, if they continue to own the Shares, are the dividends expected to be payable on or about October 15, 2020 to
holders of record on or about September 30, 2020 if declared by the board of directors of the Corporation in their discretion.
The Corporation most recently declared a quarterly dividend of US$0.1551 per Share to holders of record on June 30, 2020 and payable on July 15, 2020. Purchasers will not be entitled to receive such dividend
in respect of the Common Shares purchased in the Offering.
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Issue Type and
Jurisdictions:
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Bought deal by way of a prospectus supplement to the Corporation’s short form base shelf prospectus dated April 3, 2020 (the “Base Shelf Prospectus”) to be filed in all provinces of Canada and in the United
States pursuant to the multi-jurisdictional disclosure system.
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Term Sheet
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July 8, 2020
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Conditions:
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Subject to standard bought deal terms and conditions for transactions of this type.
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Concurrent
Offering:
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Concurrently with the announcement of the Offering, the Corporation has entered into an agreement with an institutional investor providing for the issue and sale by the Corporation to the institutional
investor of 20,470,000 Shares at a price of $17.10 per Share, for total gross proceeds of C$350 million (the “Concurrent Offering”). The purchasers in the Concurrent Offering will receive a commitment fee from the Corporation equal to
approximately 2% of the gross proceeds of the Concurrent Offering. The Concurrent Offering will be completed pursuant to a separate prospectus supplement to the Base Shelf Prospectus and, while subject to certain terms and conditions, is
not conditional upon the completion of the Offering. Completion of the Offering is not conditional on the completion of the Concurrent Offering.
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Listing:
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The Shares are listed on the TSX and the NYSE under the symbol “AQN”.
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Eligibility:
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Subject to customary qualifications, the Shares will be qualified investments for RRSPs, RRIFs, RESPs, RDSPs, deferred profit sharing plans and TFSAs.
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Bookrunners:
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Scotia Capital Inc. and CIBC Capital Markets
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Commission:
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4.00%, payable upon Closing.
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Closing:
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On or about July 17, 2020.
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