An anonymous director reports
BALLARD ESTABLISHES NEW CROSS-BORDER US$250M ATM EQUITY PROGRAM
Ballard Power Systems Inc. has entered into an at-the-market equity distribution agreement with BMO Capital Markets, Raymond James Ltd. and TD Securities Inc., as lead Canadian agents, and CIBC World Markets Inc., Cormark Securities Inc., National Bank Financial Inc., and BMO Capital Markets, Raymond James & Associates Inc. and TD Securities (USA) LLC, as lead U.S. agents, and CIBC World Markets Corp., H.C. Wainwright & Co. LLC, Cormark Securities (USA) Ltd., Lake Street Capital Markets LLC, National Bank of Canada Financial Inc., and Roth Capital Partners, thereby establishing an at-the-market equity program. The company intends to issue up to $250-million (U.S.) (or the Canadian-dollar equivalent) of common shares under the ATM program. The common shares will be issued from treasury to the public from time to time, at the company's discretion. Any common shares sold under the ATM program will be sold at the prevailing market price at the time of sale, when sold through the Toronto Stock Exchange or Nasdaq Stock Exchange, or other existing trading markets for the common shares in Canada and the United States. Sales under the ATM program will be commenced at the company's discretion, and the net proceeds of any sales of common shares under the ATM program will be used for general corporate purposes.
Under the equity distribution agreement, sales of common shares will be made through "at-the-market distributions" as defined in National Instrument 44-102 -- Shelf Distributions on the TSX, the Nasdaq or on other existing trading markets for the common shares in Canada and the United States. Ballard is not obligated to make any sales of common shares under the equity distribution agreement. As common shares sold pursuant to the ATM program will be issued and sold at the prevailing market price at the time of the sale, prices may vary among purchasers during the period of distribution. The offering of common shares pursuant to the equity distribution agreement will terminate upon the earlier of: (a) the sale of all of the common shares subject to the equity distribution agreement; (b) the termination of the equity distribution agreement by the agents or the company, as permitted therein; or (c) July 12, 2022. Ballard will pay the agents a commission rate of up to 2.0 per cent of the aggregate gross proceeds from each sale of common shares, and has agreed to provide the agents with customary indemnification and contribution rights. Ballard will also reimburse the agents for certain specified expenses in connection with entering into the equity distribution agreement.
The ATM program is being made pursuant to a prospectus supplement to the company's base shelf prospectus dated June 12, 2020, and pursuant to a prospectus supplement to the company's existing U.S. registration statement on Form F-10. The Canadian shelf prospectus and the Canadian prospectus supplement have been filed with the securities commissions in each of the provinces and territories of Canada, and the registration statement and the U.S. prospectus supplement has been filed with the United States Securities and Exchange Commission. Copies of the equity distribution agreement, the Canadian base prospectus and the Canadian prospectus supplement are available on SEDAR, and copies of the equity distribution agreement, the registration statement and the U.S. prospectus supplement are available on EDGAR. Alternatively, the agents will send copies of any of the foregoing documents upon request by contacting:
-- BMO Capital Markets, Brampton Distribution Centre c/o the Data Group of Companies, 9195 Torbram Rd., Brampton, Ont., L6S 6H2, telephone number: 905-791-3151, extension 4312, e-mail: email@example.com; Raymond James Ltd., attention: equity capital markets, 5300, 40 King St. West, Scotia Plaza, P.O. Box 415, Toronto, Ont., M5H 3Y2, telephone number: 416-777-4939, e-mail: ECMfirstname.lastname@example.org; TD Securities Inc., attention: Symcor, NPM, telephone number: 289-360-2009, e-mail: email@example.com, 1625 Tech Ave., Mississauga, Ont., L4W 5P5;
In the U.S. -- BMO Capital Markets Corp., attention: equity syndicate department, 3 Times Square, 25th floor, New York, N.Y., 10036, telephone number: 800-414-3627, e-mail: firstname.lastname@example.org; Raymond James & Associates Inc., attention: equity capital markets department, 880 Carillon Parkway, Tower 3, 5th floor, St. Petersburg, Fla., 33716, telephone number: 727-567-2462, e-mail: email@example.com; TD Securities (USA) LLC, 31 W 52nd St., New York, N.Y., 10019, telephone number: 212-827-7392.
About Ballard Power Systems
Ballard Power Systems' vision is to deliver fuel cell power for a sustainable planet. Ballard zero-emission PEM (polymer electrolyte membrane) fuel cells are enabling electrification of mobility, including buses, commercial trucks, trains, marine vessels, passenger cars, forklift trucks and UAVs (unmanned aerial vehicles).
We seek Safe Harbor.
© 2020 Canjex Publishing Ltd. All rights reserved.