News

The complete terms and conditions of the Offers are set forth in the Offer to Purchase dated November 16, 2022 as subsequently amended by way of a news release of the Offeror dated November 24, 2022 (the “Offer to Purchase”). 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 table below sets out the Final Acceptance Amount, together with the Series Acceptance Amount, the Canadian Offer Yield and the Consideration in respect of each series of Notes validly tendered and accepted for purchase pursuant to the Offers.  

Final Acceptance Amount:           $118,945,000

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”.
2. Per $1,000 principal amount of Notes validly tendered, and not validly withdrawn, at or prior to the Expiration Date and accepted for purchase; excludes the Accrued Coupon Payment. 

Settlement 

Payment of Consideration for Notes accepted for purchase will be made by the Offeror on the Settlement Date, which is expected to occur on November 29, 2022. In addition to the Consideration, Holders whose Notes are accepted for purchase will receive a cash payment equal to the Accrued Coupon Payment, representing accrued and unpaid interest on such Notes from and including the immediately preceding interest payment date for such Notes to, but excluding, the Settlement Date. 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. 

Following consummation of the Offers, any Notes that are purchased in the Offers will be retired and cancelled and no longer remain outstanding. All Notes not accepted for purchase by the Offeror or not purchased due to proration will be returned without cost to the tendering Holders. 

Following completion of the Offers, the Offeror will have (i) $185,000,000 aggregate principal amount of 0.555% Series 2021-2 General Obligation Notes due 2024 outstanding, (ii) $285,000,000 aggregate principal amount of 0.937% Series 2021-1 General Obligation Notes due 2026 outstanding, (iii) $78,810,000 aggregate principal amount of 7.560% Revenue Bonds Series 97-2 due 2027 outstanding and (iv) $207,245,000 aggregate principal amount of 7.400% Revenue Bonds Series 96-3 due 2027 outstanding. 

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.