News

The Offeror today announces the indicative results of the Offers and that it has amended the Offer to Purchase by increasing the Maximum Purchase Consideration from $100,000,000 to $125,000,000. References to “$” are to the Canadian dollar. Capitalized terms used but not defined in this announcement have the meanings given to them in the Offer to Purchase.

Offers

The Offeror offered to purchase the Notes set forth in the table below. According to information provided by the Tender Agent (as defined below), $256,147,000 combined aggregate principal amount of the Notes were validly tendered in connection with the Offers prior to or at the Expiration Date and not validly withdrawn. The table below provides certain information about the Offers, including the approximate aggregate principal amount of each series of Notes validly tendered and not validly withdrawn prior to the Expiration Date. 

1. The 0.555% Series 2021-2 General Obligation Notes due 2024, together with the 0.937% Series 2021-1 General Obligation Notes due 2026 are referred to herein as the “General Obligation Notes”. The 7.560% Revenue Bonds Series 97-2 due 2027, together with the 7.400% Revenue Bonds Series 96-3 due 2027, are referred to herein as the “Bonds”, which, together with the General Obligation Notes are collectively referred to herein as the “Notes”.

Indicative Series Acceptance Amounts

The Offeror intends to accept all of the 7.560% Revenue Bonds Series 97-2 due 2027 tendered into the Offer, $15,000,000 notional of the 0.555% Series 2021-2 General Obligation Notes due 2024, $15,000,000 notional of the 0.937% Series 2021-1 General Obligation Notes due 2026, and will accept a pro-rata amount of the 7.400% Revenue Bonds Series 96-3 due 2027 equal to $125,000,000 minus the amount of cash used to purchase the aforementioned amounts of the 7.560% Revenue Bonds Series 97-2 due 2027, the 0.555% Series 2021-2 General Obligation Notes due 2024, and the 0.937% Series 2021-1 General Obligation Notes due 2026.

Pricing and Settlement 

Pricing in respect of each series of Notes that are to be accepted for purchase by the Offeror is expected to occur at or around 11:00 a.m. on November 25, 2022, following which the Final Acceptance Amount, together with the Series Acceptance Amount, Canadian Offer Yield and Consideration in respect of each series of Notes validly tendered and accepted for purchase pursuant to the Offers will be announced by the Offeror. 

The “Settlement Date” in respect of any Notes validly tendered and accepted for purchase pursuant to
the Offers is expected to be November 29, 2022. The Offeror will also pay an Accrued Coupon Payment in respect of Notes validly tendered and accepted for purchase pursuant to the Offers. Holders whose Notes are accepted for purchase will lose all rights as Holder of the tendered Notes and interest will cease to accrue on the Settlement Date for all Notes accepted in the Offers. 

RBC Dominion Securities Inc. (“RBC”) is acting as the dealer manager for the Offers. For additional information regarding the terms of the Offers, please contact RBC at (877) 381-2099 (toll free) or (416) 842-6311 (collect Canada). TSX Trust Company is acting as the tender agent (the “Tender Agent”) for the Offers.

This news release is not an offer to sell or a solicitation of an offer to buy any of the securities described herein. The Offers described herein are being made solely by the Offer to Purchase and only to such persons and in such jurisdictions as is permitted under applicable law.

Legal Advisory – Forward-Looking Statements

This news release contains certain forward-looking information and forward-looking statements (collectively referred to herein as “forward-looking statements”) within the meaning of applicable Canadian securities laws. Forward-looking statements are based on NAV CANADA’s current expectations, estimates, projections and assumptions that were made by NAV CANADA in light of its information available at the time the statement was made and consider NAV CANADA’s experience and its perception of historical trends. Forward-looking statements in this news release include references to timing for completion of the Offers. In addition, all other statements and information that address expectations or projections about the future are forward-looking statements. Some of the forward-looking statements may be identified by words like “expects,” “anticipates,” “will,” “estimates,” “plans,” “scheduled,” “intends,” “believes,” “projects,” “indicates,” “could,” “focus,” “vision,” “goal,” “outlook,” “proposed,” “target,” “objective,” “continue,” “should,” “may” and similar expressions.

Forward-looking statements are not guarantees of future performance and involve a number of risks and uncertainties. NAV CANADA’s actual results may differ materially from those expressed or implied by its forward- looking statements, so readers are cautioned not to place undue reliance on them.

NAV CANADA’s Management’s Discussion and Analysis for the fiscal year ended August 31, 2022 and the Annual Information Form for the fiscal year ended August 31, 2022 posted on the company’s SEDAR profile at www.sedar.com describe the risks, uncertainties, material assumptions and other factors that could influence actual results. Except as required by applicable securities laws, NAV CANADA disclaims any intention or obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.