Emera Incorporated (“Emera”) and ICD Utilities Limited (“ICDU”) yesterday (Monday, January 15, 2018) announced that Emera, through its wholly owned indirect subsidiary, Emera Utilities Holdings Ltd. (“EUHL”), the majority shareholder of ICDU, has completed the previously announced acquisition of all of the common shares of ICDU that it did not already own (the “Transaction”).
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 check payment can collect their checks on Wednesday, January 17, 2018 from 9:00 a.m. to 5:00 p.m. 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.
Checks for shareholders that reside in Eleuthera will be sent via the Eleuthera Express or the Bahamas Fast Ferries.
Checks not collected will be mailed on Thursday, January 18, 2018. However, shareholders that are unable to collect their checks on Wednesday, January 17, 2018 at the above locations and wish for BCSD to hold their checks 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 percent premium to the price that the ICDU shares had last traded on the Bahamas International Securities Exchange (“BISX”) and 30 percent 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 percent 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.