CPE News (8.16.2022) – WSP Global Inc. (TSX: WSP) has completed its previously announced bought deal public offering and con-current private placement of common shares for aggregate gross proceeds of approximately $920.2 million.
Pursuant to the bought deal offering co-led by CIBC World Markets Inc., National Bank Financial Inc. and RBC Dominion Securities Inc., WSP issued from treasury 3,031,400 common shares at $151.75 per share for aggregate gross proceeds of approximately $460.0 million.
Under the private placement, WSP issued 3,032,550 common shares at a price of $151.75 to GIC Pte. Ltd., Caisse de dépôt et placement du Québec (CDPQ) and a subsidiary of Canada Pension Plan Investment Board (CPP Investments) for aggregate gross proceeds of approximately $460.2 million.
On August 8, 2022, WSP issued an announcement in the United Kingdom of WSP’s firm intention to make an offer for the cash acquisition of all of the issued and to be issued share capital of RPS Group plc by WSP Group Holdings Limited, a wholly-owned subsidiary of WSP, at £2.06 per share for enterprise value of £625 million or approximately $975 million, including fully diluted equity value of approximately £591.1 million plus net debt of £34.8 million.
WSP intends to use the net proceeds from the offering and the private placement to fund in part the purchase price payable in respect of the acquisition of RPS Group.
GIC acquired 1,366,746 WSP common shares for $207.4 million while CPDQ and CPP Investments acquired 1,245,323 and 420,481 WSP common shares respectively for $189 million and $63.8 million (UPDATED – CDPQ invested $172.593 million, CPP Investments invested $50.077 million and GIC invested $237.519 million)
Following the share acquisition, CDPQ will beneficially own, or exercise control or direction over, directly or indirectly, an aggregate of 22,483,722 common shares, representing 18.1% of the issued and outstanding common shares, and CPP Investments now beneficially owns, or exercises control or direction over, directly or indirectly, an aggregate of 18,217,889 common shares, representing 14.7% of the issued and outstanding common shares.
photo credit: WSP
WSP Successfully Closes $920 Million Equity Offering
August 16, 2022 08:53 ET | Source: Groupe WSP Global Inc.
MONTREAL, Aug. 16, 2022 (GLOBE NEWSWIRE) — WSP Global Inc. (TSX:WSP) (“WSP” or the “Corporation”) is pleased to announce that it has completed today its previously announced bought deal public offering (the “Offering”) of common shares (“Common Shares”) of the Corporation (the “Offering Common Shares”) and private placement (the “Concurrent Private Placement”) of Common Shares (the “Private Placement Common Shares”) for aggregate gross proceeds of approximately $920 million.
The Corporation issued from treasury 3,031,400 Offering Common Shares, including 395,400 Offering Common Shares issued as a result of the exercise of the over-allotment option granted to the syndicate of underwriters (the “Underwriters”) co-led by CIBC Capital Markets, National Bank Financial Inc. and RBC Capital Markets at a price of $151.75 per Offering Common Share for aggregate gross proceeds of approximately $460 million.
In addition, the Corporation issued 3,032,550 Private Placement Common Shares at a price of $151.75 per Private Placement Common Share by way of a Concurrent Private Placement with GIC Pte. Ltd. (“GIC”), Caisse de dépôt et placement du Québec (“CDPQ”) and a subsidiary of Canada Pension Plan Investment Board (“CPP Investments”) for aggregate gross proceeds to the Corporation of approximately $460 million, which includes 395,550 Private Placement Common Shares issued pursuant to the exercise in full of the additional subscription options. CDPQ now beneficially owns, or exercises control or direction over, directly or indirectly, an aggregate of 22,483,722 Common Shares, representing 18.1% of the issued and outstanding Common Shares, and CPP Investments now beneficially owns, or exercises control or direction over, directly or indirectly, an aggregate of 18,217,889 Common Shares, representing 14.7% of the issued and outstanding Common Shares. GIC, CDPQ and CPP Investments have undertaken to have all of their Private Placement Common Shares enrolled in the Corporation’s dividend reinvestment plan for all dividends for which the record date is on or before September 30, 2023.
WSP intends to use the net proceeds from the Offering and the Concurrent Private Placement to fund in part the purchase price payable in respect of its previously announced acquisition of RPS Group plc (and related costs and expenses) as a means of re-balancing the Corporation’s capital structure and accordingly reduce amounts to be advanced, or repay amounts advanced, under the credit facilities entered into by the Corporation to fund the purchase price for such acquisition.
No securities regulatory authority has either approved or disapproved the contents of this press release. The Offering Common Shares have not been, and will not be, registered under the U.S. Securities Act, or any state securities laws. Accordingly, the Offering Common Shares may not be offered or sold within the United States unless registered under the U.S. Securities Act of 1933 (as amended, the “U.S. Securities Act”) and applicable state securities laws or pursuant to exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Offering Common Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful.
As one of the world’s leading professional services firms, WSP exists to future-proof our cities and environment. We provide strategic advisory, engineering, and design services to clients in the transportation, infrastructure, environment, building, power, energy, water, mining, and resources sectors. Our 57,500 trusted professionals are united by the common purpose of creating positive, long-lasting impacts on the communities we serve through a culture of innovation, integrity, and inclusion. Sustainability and science permeate our work. WSP derived about half of its $10.3B (CAD) 2021 revenues from clean sources. The Corporation’s shares are listed on the Toronto Stock Exchange (TSX: WSP). To find out more, visit wsp.com
GIC is a leading global investment firm established in 1981 to secure Singapore’s financial future. As the manager of Singapore’s foreign reserves, GIC takes a long-term, disciplined approach to investing and is uniquely positioned across a wide range of asset classes and active strategies globally. These include equities, fixed income, real estate, private equity, venture capital and infrastructure. Its long-term approach, multi-asset capabilities and global connectivity enable it to be an investor of choice. GIC seeks to add meaningful value to its investments. Headquartered in Singapore, GIC has a global talent force of over 1,900 people in 11 key financial cities and has investments in over 40 countries. For more information on GIC, please visit www.gic.com.sg.
CDPQ invests constructively to generate sustainable returns over the long term. As a global investment group managing funds for public retirement and insurance plans, CDPQ works alongside its partners to build enterprises that drive performance and progress. CDPQ is active in the major financial markets, private equity, infrastructure, real estate and private debt. As at December 31, 2021, CDPQ’s net assets totalled CAD 419.8 billion. For more information, visit cdpq.com, follow CDPQ on Twitter or consult CDPQ’s Facebook or LinkedIn pages. CDPQ is a registered trademark owned by Caisse de dépôt et placement du Québec and licensed for use by its subsidiaries.
ABOUT CPP INVESTMENTS
Canada Pension Plan Investment Board (CPP Investments™) is a professional investment management organization that manages the Fund in the best interest of the 21 million contributors and beneficiaries of the Canada Pension Plan. In order to build diversified portfolios of assets, investments are made around the world in public equities, private equities, real estate, infrastructure and fixed income. Headquartered in Toronto, with offices in Hong Kong, London, Luxembourg, Mumbai, New York City, San Francisco, São Paulo and Sydney, CPP Investments is governed and managed independently of the Canada Pension Plan and at arm’s length from governments. At June 30, 2022, the Fund totalled $523 billion. For more information, please visit www.cppinvestments.com or follow CPP Investments on LinkedIn, Facebook or Twitter.
This press release contains information or statements that are or may be “forward-looking statements” within the meaning of applicable Canadian securities laws. When used in this press release, the words “may”, “will”, “should”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “forecast”, “project”, “intend”, “target”, “potential”, “continue” or the negative of these terms or terminology of a similar nature as they relate to the Corporation are intended to identify forward-looking statements. Forward-looking statements in this press release include, without limitation, those information and statements related to the intended use of proceeds of the Offering and the Concurrent Private Placement. Although the Corporation believes that the expectations and assumptions on which such forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements since no assurance can be given that they will prove to be correct. These statements are subject to certain risks and uncertainties and may be based on assumptions that could cause actual results to differ materially from those anticipated or implied in the forward-looking statements. These risks and uncertainties are described in in the “Risk Factors” section of WSP’s Management’s Discussion and Analysis for the year ended December 31, 2021, and WSP’s Management’s Discussion and Analysis for the six-month period ended July 2, 2022, which are available under WSP’s profile on SEDAR at www.sedar.com.
The forward-looking information contained herein is expressly qualified in its entirety by this cautionary statement. The forward-looking information contained herein is made as of the date of this press release, and the Corporation undertakes no obligation to publicly update such forward-looking information to reflect new information, subsequent or otherwise, unless required by applicable securities laws.
Not for distribution to U.S. Newswire services or for dissemination in the United States
FOR ADDITIONAL INFORMATION, PLEASE CONTACT:
Chief Financial Officer
WSP Global Inc.