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Stelco Capital/Financing Update 2021

May 27, 2021

47491_rns_2021-05-26_684321be-2f3e-416e-ba7d-55b0aed7cb2d.pdf

Capital/Financing Update

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Stelco Holdings Inc. Secondary Offering of Common Shares May 26, 2021

The Common Shares will be offered by way of a prospectus supplement in all of the provinces and territories of Canada. A prospectus supplement containing important information relating to the Common Shares has not yet been filed with the applicable Canadian securities regulatory authorities. A final base shelf prospectus containing important information relating to the securities described in this document has been filed with the securities regulatory authorities in each of the provinces and territories of Canada. A copy of the final base shelf prospectus, any amendment to the final base shelf prospectus and any applicable shelf prospectus supplement that has been filed is required to be delivered with this document. This document does not provide full disclosure of all material facts relating to the Common Shares. Investors should read the final base shelf prospectus, any amendment and any applicable prospectus supplement, for disclosure of those facts, especially risk factors relating to the Common Shares, before making an investment decision.

Terms and Conditions

Issuer: Stelco Holdings Inc. (the “Company”). Selling Shareholder: LG Bedrock Holdings LP (the “Selling Shareholder”). Offering: Secondary offering (the “Offering”) by the Selling Shareholder of 5,800,000 common shares of the Company (“Common Shares”). Offering Price: C$33.00 per Common Share. Issue Amount: C$191,400,000. Over-Allotment The Selling Shareholder has granted the Underwriter an option, exercisable, in Option: whole or in part, at any time until and including 30 days following the closing of the Offering, to purchase up to an additional 15% of the Offering at the Offering Price, less the underwriting commission, to cover the Underwriter’s overallocation position, if any, and consequent market stabilization. Use of Proceeds: The proceeds of the Offering will be paid directly to the Selling Shareholder. The Company will not receive any proceeds from the Offering. Retained Interest: Immediately prior to the Offering, Bedrock Industries Coöperatief U.A. held 34,172,315 Common Shares, representing approximately 38.5% of the issued and outstanding Common Shares. Concurrent with the Offering, Bedrock Industries Coöperatief U.A. will dividend out all of its shares to the Selling Shareholder and Alan Kestenbaum (or entities beneficially owned by, or under the control or direction of, or other family members not under the control of Alan Kestenbaum). Following the closing of the Offering (assuming no exercise of the over-allotment option), the Selling Shareholder will hold 19,952,236 Common Shares, representing approximately 22.5% of the issued and outstanding Common Shares and Alan Kestenbaum will, directly or indirectly, beneficially own, or have control or direction over, 11,601,651 Common Shares, representing approximately 13.1% of the issued and outstanding Common Shares. Form of Offering: Bought deal by way of a prospectus supplement to be filed in all provinces and territories of Canada. U.S. sales by private placement via Rule 144A. Standstill: The Company and the Selling Shareholder will each enter into a 90 day standstill agreement. Listing: The Company’s existing common shares are listed on the Toronto Stock Exchange under the symbol “STLC”. Eligibility: Eligible for RRSPs, RRIFs, RESPs, TFSAs, RDSPs and DPSPs. Sole Underwriter: BMO Capital Markets Commission: 4.0%. Closing: June 2, 2021.