The Toronto Stock Exchange that it has conditionally approved an application for the listing of the Class A shares of Rockpoint Gas Storage Inc., subject to
completion of a proposed public offering of these securities,
as described in the company's amended and restated preliminary base
PREP prospectus dated Sept. 26, 2025, amending and restating the
preliminary base PREP prospectus dated Sept. 18, 2025. According to the TSX, the offering consists of an initial public offering (IPO) of Class A
shares by the company from treasury and, if the overallotment option is
exercised, a secondary offering of Class A shares held by the selling
shareholders, which are affiliates of Brookfield Infrastructure. It is anticipated that, in the next few days, the company will file
a final base PREP prospectus and a supplemented PREP prospectus for
its offering of Class A shares.
As soon as possible after the final base PREP prospectus is cleared by the
relevant securities regulatory authorities and a supplemented PREP
prospectus is filed, the TSX will post the Class A shares for trading on an if, as
and when-issued basis under the symbol RGSI and with Cusip No. 773915 10 3. Before
the Class A shares are posted for trading on such basis, the TSX will issue a
bulletin confirming both the pricing and the expected closing date
for the offering. If and when the offering closes, the Class A shares
will be listed on the TSX.
The TSX notes that the Class A shares will trade in Canadian dollars. The temporary market-maker is W.D. Latimer Co. Ltd.
Subject to the closing of the offering, all trades in the shares on and before the
trading day immediately preceding the closing date will be for special
settlement on the closing date and will appear on the settlement report
from CDS Clearing and Depository Services Inc. If the offering does not
close, all of the if, as and when-issued trades will be cancelled. No securities will be delivered and no money will be owed by purchasers to
sellers.
Parties who are entitled to receive Class A shares under the offering may
sell such securities in the if, as and when-issued market without being
subject to restrictions on short sales. Parties who are not entitled to receive
Class A shares under the offering must comply with the short sale rule in
all respects for any sales they make in the if, as and when-issued
market.
If and when the offering closes, there will be no further trading in the shares on
an if, as and when-issued basis and the Class A shares issued at such closing will trade on a regular settlement basis.
According to the TSX, the company will hold a 40-per-cent interest in a business that owns and operates
a portfolio of natural gas storage facilities in North America. It currently intends to pay a quarterly dividend in an amount based on its share of the OpCos distributable cash flow. The company's transfer agent and registrar is Computershare Trust Company of Canada at its principal office in Calgary, and its fiscal year-end is March 31.
As stated in the prospectus, the company's offering will consist of: an IPO of 22 million Class A shares, at a price of between $19 and
$22 per Class A share, for gross proceeds to the
company of approximately $418-million to $484-million; and, if the overallotment option is exercised, a secondary offering of up to 3.3 million Class A shares at the offering price, for gross proceeds to the selling
shareholders of approximately $62.7-million to $72.6-million.
Subsequently, the company announced an upsize to the IPO for expected gross proceeds to the company of between $608-million and $704-million. Please refer to the company's news release dated
Oct. 6, 2025, for more information.
The syndicate of underwriters comprises RBC Dominion Securities Inc.
and J.P. Morgan Securities Canada Inc., as lead underwriters, and Wells
Fargo Securities Canada, Ltd., BMO Nesbitt Burns Inc., CIBC World
Markets Inc., National Bank Financial Inc., Scotia Capital Inc., TD Securities
Inc., ATB Securities Inc., Desjardins Securities Inc., and Peters & Co.
Ltd.
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