TORONTO,
Aug. 21, 2014 /PRNewswire/
- Franco-Nevada Corporation (the "Company") (TSX/NYSE: FNV)
announced today the closing of its previously announced public
offering (the "Offering") of 8,375,000 common shares ("Offered
Shares") at a price of US$59.75 per
Offered Share for aggregate gross proceeds to the Company of
approximately US$500 million. The
Company has also provided underwriters of the Offering with an
over-allotment option to purchase up to an additional 1,256,250
common shares of the Company within 30 days of the closing of the
Offering.
The Offered Shares were sold on a bought-deal
basis through a syndicate of underwriters led by RBC Capital
Markets, CIBC and BMO Capital Markets and included GMP Securities
L.P., Bank of America Merrill Lynch, National Bank Financial,
Credit Suisse Securities (Canada),
Inc., Scotia Capital and TD Securities.
The Company plans to use the net proceeds from
the Offering to fund royalty and stream acquisitions and other
general corporate purposes. The Company expects to fund all of its
existing royalty and stream commitments from pre-existing cash and
a portion of future cash flows.
The Offered Shares described above were offered
by the Company pursuant to the Company's effective shelf
registration statement on Form F-10 filed with the U.S. Securities
and Exchange Commission (the "SEC") and its corresponding Canadian
base shelf prospectus filed with the securities regulatory
authorities in each of the provinces and territories of
Canada. A final prospectus
supplement relating to the Offering was filed with the SEC and with
the securities regulatory authority in each of the provinces and
territories of Canada. Copies of
the final prospectus supplement and the accompanying base shelf
prospectus relating to the Offering may be obtained upon request by
contacting, in the U.S., RBC Capital Markets, LLC, Attention:
Prospectus Department, Three World Financial Center, 200 Vesey
Street, 8th Floor, New York, New
York 10281-8098, by telephone at (877) 822-4089 or by fax at
(212) 428-6260 and in Canada, RBC
Capital Markets, Attention: Distribution Centre, 180 Wellington
Street West, 8th Floor, Toronto,
Ontario, M5T 0C2, by fax at 416-313-6066 or by email at
distribution@rbccm.com. Electronic copies of the preliminary and
final prospectus supplements and the accompanying base shelf
prospectus can be obtained on the SEC's website at www.sec.gov or
on the SEDAR website maintained by the Canadian Securities
Administrators at www.sedar.com.
This press release does not and shall not
constitute an offer to sell or the solicitation of an offer to buy
any of the Company's securities, nor shall there be any sale of the
Company's securities in any state or jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or
jurisdiction.
Corporate Summary
Franco-Nevada is
a gold-focused royalty and stream company. The Company has a
diversified portfolio of cash-flow producing assets and interests
in some of the largest development projects in the world. Its
business model provides investors with exploration optionality
while limiting exposure to operating and capital cost risks.
Franco-Nevada has no debt and is generating cash flow from its
portfolio that is being used to expand its portfolio and pay
dividends. Franco-Nevada's common
shares trade under the symbol FNV on both the Toronto and New
York stock exchanges.
Forward Looking Statements
This press release contains "forward looking
information" and "forward looking statements" within the meaning of
applicable Canadian securities laws and the U.S. Private Securities
Litigation Reform Act of 1995, respectively, which may include, but
are not limited to, statements with respect to future events or
future performance, management's expectations regarding
Franco-Nevada's growth, results of operations, estimated future
revenues, requirements for additional capital, mineral reserve and
mineral resource estimates, production estimates, production costs
and revenue, future demand for and prices of commodities, expected
mining sequences, business prospects, opportunities and use of
proceeds. In addition, statements (including data in tables)
relating to reserves and resources and gold equivalent ounces are
forward looking statements, as they involve implied assessment,
based on certain estimates and assumptions, and no assurance can be
given that the estimates will be realized. Such forward looking
statements reflect management's current beliefs and are based on
information currently available to management. Often, but not
always, forward looking statements can be identified by the use of
words such as "plans", "expects", "is expected", "budgets",
"scheduled", "estimates", "forecasts", "predicts", "projects",
"intends", "targets", "aims", "anticipates" or "believes" or
variations (including negative variations) of such words and
phrases or may be identified by statements to the effect that
certain actions "may", "could", "should", "would", "might" or
"will" be taken, occur or be achieved. Forward looking statements
involve known and unknown risks, uncertainties and other factors,
which may cause the actual results, performance or achievements of
Franco-Nevada to be materially different from any future results,
performance or achievements expressed or implied by the forward
looking statements. A number of factors could cause actual events
or results to differ materially from any forward looking statement,
including, without limitation: fluctuations in the prices of the
primary commodities that drive royalty and stream revenue (gold,
platinum group metals, copper, nickel, uranium, silver, iron-ore
and oil and gas); fluctuations in the value of the Canadian and
Australian dollar, Mexican peso and any other currency in which
revenue is generated, relative to the U.S. dollar; changes in
national and local government legislation, including permitting and
licensing regimes and taxation policies; regulations and political
or economic developments in any of the countries where properties
in which Franco-Nevada holds a royalty, stream or other interest
are located or through which they are held; risks related to the
operators of the properties in which Franco-Nevada holds a royalty,
stream or other interest, including changes in the ownership and
control of such operators; influence of macroeconomic developments;
business opportunities that become available to, or are pursued by
Franco-Nevada; reduced access to debt and equity capital;
litigation; title, permit or license disputes related to interests
on any of the properties in which Franco-Nevada holds a royalty,
stream or other interest; whether or not the Corporation is
determined to have PFIC status; excessive cost escalation as well
as development, permitting, infrastructure, operating or technical
difficulties on any of the properties in which Franco-Nevada holds
a royalty, stream or other interest; rate and timing of production
differences from resource estimates; risks and hazards associated
with the business of development and mining on any of the
properties in which Franco-Nevada holds a royalty, stream or other
interest, including, but not limited to unusual or unexpected
geological and metallurgical conditions, slope failures or
cave-ins, flooding and other natural disasters or civil unrest; and
the integration of acquired assets. The forward looking
statements contained in this press release are based upon
assumptions management believes to be reasonable, including,
without limitation: the ongoing operation of the properties in
which Franco-Nevada holds a royalty, stream or other interest by
the owners or operators of such properties in a manner consistent
with past practice; the accuracy of public statements and
disclosures made by the owners or operators of such underlying
properties; no material adverse change in the market price of the
commodities that underlie the asset portfolio; the Corporation's
ongoing income and assets relating to determination of its PFIC
status; no adverse development in respect of any significant
property in which Franco-Nevada holds a royalty, stream or other
interest; the accuracy of publicly disclosed expectations for the
development of underlying properties that are not yet in
production; integration of acquired assets; and the absence of any
other factors that could cause actions, events or results to differ
from those anticipated, estimated or intended. However, there can
be no assurance that forward looking statements will prove to be
accurate, as actual results and future events could differ
materially from those anticipated in such statements and investors
are cautioned that forward looking statements are not guarantees of
future performance. Franco-Nevada
cannot assure investors that actual results will be consistent with
these forward looking statements. Accordingly, investors should not
place undue reliance on forward looking statements due to the
inherent uncertainty therein. For additional information with
respect to risks, uncertainties and assumptions, please refer to
the "Risk Factors" section of Franco-Nevada's most recent Annual
Information Form as well as Franco-Nevada's most recent annual
Management's Discussion and Analysis filed with the Canadian
securities regulatory authorities on www.sedar.com and
Franco-Nevada's most recent Annual Report filed on Form 40-F filed
with the SEC on www.sec.gov. The forward looking statements
herein are made as of the date of this press release only and
Franco-Nevada does not assume any obligation to update or revise
them to reflect new information, estimates or opinions, future
events or results or otherwise, except as required by applicable
law.
SOURCE Franco-Nevada Corporation