Innergex announces closing of $172.5 million bought deal equity financing and $37 million concurrent private placement
THIS MEDIA RELEASE IS NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
LONGUEUIL, Quebec, February 22, 2022 – Innergex Renewable Energy Inc. (TSX: INE) (“Innergex” or the “Corporation”) has completed today its previously announced bought deal equity financing of common shares. The Corporation issued an aggregate of 9,718,650 common shares, including 1,267,650 common shares issued as a result of the full exercise at closing of the over-allotment option granted to the syndicate of underwriters led by CIBC Capital Markets, National Bank Financial Inc., BMO Capital Markets and TD Securities Inc. (collectively the “Underwriters”), at an offering price of $17.75 per common share (the “Offering Price”) for aggregate gross proceeds of $172,506,038 (the “Offering”).
As part of the Investor Rights Agreement between Innergex and HQI Canada Holding Inc., a subsidiary of Hydro-Québec (“HQI”), HQI owns a preferential subscription right allowing it to maintain its 19.95% ownership of the common shares of Innergex. Therefore, it can subscribe to Innergex common shares in connection with any issuance at an equal price, including in the context of a bought deal equity financing. Concurrent with the Offering, Innergex also closed its previously announced private placement (the “Private Placement”) with HQI. A total of 2,100,000 common shares were issued at the Offering Price for aggregate gross proceeds of $37,275,000. The common shares offered pursuant to the Private Placement were sold directly to HQI, without an underwriter or placement agent.
The Corporation intends to use the net proceeds of the Offering and the Private Placement to fund a portion of the purchase price of the previously announced acquisition of 100% of the ordinary shares of Aela Generación S.A. and Aela Energía SpA (together “Aela”), a 332 MW portfolio of three newly-built operating wind assets in Chile (the “Acquisition”) or should the Acquisition not successfully close, the net proceeds of the Offering and the Private Placement, to be used for general corporate purposes including future growth initiatives.
The common shares of the Offering were distributed under a short form prospectus dated February 16, 2022, which is available on SEDAR at www.sedar.com.
The securities offered in the Offering have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “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 an applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor will there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Innergex Renewable Energy Inc.
For over 30 years, Innergex has believed in a world where abundant renewable energy promotes healthier communities and creates shared prosperity. As an independent renewable power producer which develops, acquires, owns and operates hydroelectric facilities, wind farms, solar farms and energy storage facilities, Innergex is convinced that generating power from renewable sources will lead the way to a better world. Innergex conducts operations in Canada, the United States, France and Chile and manages a large portfolio of high-quality assets currently consisting of interests in 80 operating facilities with an aggregate net installed capacity of 3,152 MW (gross 3,852 MW) and an energy storage capacity of 150 MWh, including 40 hydroelectric facilities, 32 wind farms and 8 solar farms. Innergex also holds interests in 12 projects under development, 3 of which are under construction, with a net installed capacity of 733 MW (gross 770 MW) and an energy storage capacity of 329 MWh, as well as prospective projects at different stages of development with an aggregate gross capacity totaling 7,122 MW. Its approach to building shareholder value is to generate sustainable cash flows, provide an attractive risk-adjusted return on invested capital and to distribute a stable dividend.
Cautionary Statement Regarding Forward-Looking Information
To inform readers of the Corporation’s future prospects, this press release contains forward-looking information within the meaning of applicable securities laws (“Forward-Looking Information”), including anticipated completion of the Acquisition, the integration of Aela, the use of proceeds of the Offering and the Private Placement, the Corporation’s growth targets, power production, prospective projects, successful development, construction and financing (including tax equity funding) of the projects under construction and the advanced-stage prospective projects, sources and impact of funding, project acquisitions, execution of non-recourse project-level financing (including the timing and amount thereof), and strategic, operational and financial benefits and accretion expected to result from such acquisitions, business strategy, future development and growth prospects (including expected growth opportunities under the Strategic Alliance with Hydro-Québec), business integration, governance, business outlook, objectives, plans and strategic priorities, and other statements that are not historical facts. Forward-Looking Information can generally be identified by the use of words such as “approximately”, “may”, “will”, “could”, “believes”, “expects”, “intends”, “should”, “would”, “plans”, “potential”, “project”, “anticipates”, “estimates”, “scheduled” or “forecasts”, or other comparable terms that state that certain events will or will not occur. It represents the projections and expectations of the Corporation relating to future events or results as of the date of this press release.
Forward-Looking Information includes future-oriented financial information or financial outlook within the meaning of securities laws including information regarding the Corporation’s expected production, targeted Free Cash Flow and targeted Free Cash Flow per Share (including on a combined basis with Aela), Aela’s expected production, expected electricity demand, targeted revenues, targeted operating, general and administrative expenses and other statements that are not historical facts. Such information is intended to inform readers of expected results, of the potential financial impact of completed and future acquisitions and of the Corporation’s ability to sustain current dividends and to fund its growth. Such information may not be appropriate for other purposes.
Forward-Looking Information is based on certain key assumptions made by the Corporation, including, without restriction, those concerning hydrology, wind regimes and solar irradiation; performance of operating facilities, acquisitions and commissioned projects; project performance; availability of capital resources and timely performance by third parties of contractual obligations; favourable market conditions for share issuance to support growth financing; favourable economic and financial market conditions; the Corporation’s success in developing and constructing new facilities; successful renewal of PPAs; sufficient human resources to deliver service and execute the capital plan; no significant event occurring outside the ordinary course of business such as a natural disaster, pandemic or other calamity; continued maintenance of information technology infrastructure and no material breach of cybersecurity, receipt of regulatory approvals and expected closing of the Acquisition. Please refer to Section 5 – Outlook of the 2021 Annual Report for details regarding the assumptions used with respect to the 2022 growth targets and outlook for the 2020-2025 Strategic Plan.
For more information on the risks and uncertainties that may cause actual results or performance to be materially different from those expressed, implied or presented by the forward-looking information or on the principal assumptions used to derive this information, please refer to the “Forward-Looking Information” section of the Management’s Discussion and Analysis for the three- and nine-month periods ended September 30, 2021.
Chief Financial Officer
450 928-2550, ext. 1207
Senior Director – Communications
450 928-2550, ext. 1222