January 30th, 2003
Fortis Inc. Increases Investment in Caribbean Utilities to 38.2% Becomes Largest Shareholder
Fortis Inc.
(TSX: FTS), Caribbean Utilities Company, Ltd. (TSX: CUP.U) and International
Power Holdings Ltd. announced that Fortis Inc. ("Fortis") has acquired,
through its wholly-owned subsidiary Fortis Energy (Bermuda) Ltd. ("Fortis
Bermuda"), 3,863,695 Class A Ordinary Shares (the "Class A Shares") of
Caribbean Utilities Company, Ltd. ("CUC"), or approximately 15.9 per cent of
the outstanding Class A Shares of CUC, for a purchase price of US$11.90 cash
per share under a private agreement. Following this purchase, Fortis
beneficially owns 9,301,395 Class A Shares, or approximately 38.2 per cent of
the outstanding Class A Shares.
This
purchase was made in compliance with the shareholders agreement (the
"Shareholders Agreement") and the standstill agreement (the "Standstill
Agreement") entered into in connection with Fortis' initial investment in CUC
in March 2000. Concurrently with Fortis' acquisition, Messrs. Frank J.
Crothers, Peter N. Thomson and Peter A. Thomson have through their respective
holding companies, International Resources Limited and Power Corporation of
Cayman Limited, formed a new Cayman Islands company, International Power
Holdings Ltd. ("International Power"). International Power has today acquired
the 3,737,425 Class A Shares (approximately 15.3 per cent of the Class A
Shares) previously held indirectly by International Resources Limited and
Power Corporation of Cayman Limited through a holding company. As a result of
the transactions completed today, the holding company no longer holds any
Class A Shares.
Fortis has
acquired the Class A Shares for investment purposes. Fortis will review its
holdings of CUC from time to time and, subject to the new shareholders
agreement and new standstill agreement, may acquire additional securities of
CUC or dispose of securities of CUC, in either case, in the open market, by
private agreement or otherwise, depending on numerous factors, including
without limitation the availability of securities of CUC, economic conditions,
market conditions and other business and investment opportunities available to
Fortis.
International Power holds the Class A Shares for investment purposes.
International Power will review its holdings of CUC from time to time and,
subject to the new shareholders agreement, may acquire additional securities
of CUC or dispose of securities of CUC, in either case, in the open market, by
private agreement or otherwise, depending on numerous factors, including
without limitation the availability of securities of CUC, economic conditions,
market conditions and other business and investment opportunities available to
International Power.
As a result
of the increased investment of Fortis in CUC, Fortis will begin accounting for
its investment in CUC on an equity basis pursuant to which Fortis will record
its pro rata share of CUC earnings in the Fortis financial statements. Fortis
previously accounted for its investment on a cost basis pursuant to which
Fortis only recorded dividends received from CUC in the Fortis financial
statements.
"We are
very pleased to have increased our investment in CUC," says Stan Marshall,
President and CEO of Fortis Inc. "This strengthening of our relationship will
provide further value to both companies and our shareholders," adds Marshall.
Peter A.
Thomson, President and CEO of CUC, said, "Fortis has proven to be a strong
strategic equity partner for CUC since it made its initial investment in
2000. It has created synergies in the areas of training, procurement,
technology, environmental responsibility, strategic advice and customer
focus. We believe that strong local leadership with the support of Fortis is
a key to the continued success of CUC."
CUC is the
sole provider of electricity to the Island of Grand Cayman, Cayman Islands
pursuant to an exclusive 25-year licence issued January 17, 1986, as
supplemented.
Fortis is a
diversified electric utility holding company with assets exceeding Cdn.$2.0
billion and annual revenues of more than Cdn.$700 million. It has holdings in
six electric distribution utilities located in Newfoundland and Labrador,
Prince Edward Island, Ontario, Belize and the Cayman Islands. Fortis also
owns two subsidiaries engaged in electricity generation in New York State and
Belize. Through its wholly owned, non-utility subsidiary, Fortis has
investments in real estate and hotel operations.
If you require additional information, kindly contact:
Caren Thompson
Manager Corporate Communications
Phone: (345) 949-5200
Fax: (345) 949-5203
e-mail:
cthompson@cuc.ky
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