Stuart Olson Announces Closing of $70 Million Bought Deal Offering of Convertible Unsecured Subordinated Debentures

/NOT FOR DISSEMINATION IN THE UNITED STATES/

CALGARY, Sept. 19, 2014 /CNW/ - Stuart Olson Inc. (TSX: SOX, SOX.DB, SOX.DB.A) ("Stuart Olson" or the "Company") is pleased to announce that it has closed its previously announced bought deal financing (the "Offering") of $70.0 million aggregate principal amount of 6.0% convertible unsecured subordinated debentures ("Debentures").  A syndicate co-led by TD Securities Inc. and CIBC World Markets Inc., and including RBC Capital Markets, Raymond James Ltd., Canaccord Genuity Corp., Dundee Securities Ltd., National Bank Financial Inc., Scotiabank, HSBC Securities (Canada) Inc. and Paradigm Capital Inc. (collectively, the "Underwriters") acted as underwriters for the Offering.  Pursuant to the Offering, the Underwriters have been granted an over-allotment option to purchase up to an additional $10.5 million aggregate principal amount of Debentures, exercisable in whole or in part at any time and from time to time for a period of up to 30 days following closing of the Offering, to cover over-allotments, if any, and for market stabilization purposes.

The Debentures have a maturity date of December 31, 2019 and are convertible at the option of the holder into common shares of Stuart Olson at a conversion price of $14.15 per share. The Debentures are listed for trading on the Toronto Stock Exchange under the symbol "SOX.DB.A".

Stuart Olson intends to use the net proceeds of the Offering to refinance at maturity a portion of the 6.0% convertible unsecured subordinated debentures due June 30, 2015 and, in the interim, to repay the balance of indebtedness under its revolving credit facility (the "Credit Facility") in order to minimize interest costs. The remaining net proceeds will be maintained as cash on hand. Prior to June 2015, the Credit Facility and cash on hand balances will be drawn and repaid as required for working capital needs and other general corporate purposes.

The Debentures have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration under Rule 144A of the U.S. Securities Act of 1933.  This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Stuart Olson Inc.

Stuart Olson Inc. provides building construction, commercial and industrial electrical contracting, earthmoving and industrial insulation services to an array of public and private sector clients. The Company operates office locations throughout British Columbia, Alberta, Saskatchewan, Manitoba and Ontario. Stuart Olson common shares, its outstanding convertible unsecured subordinated debentures due June 30, 2015, and the Debentures are listed on the Toronto Stock Exchange under the symbols "SOX", "SOX.DB" and "SOX.DB.A", respectively. www.stuartolson.com

Forward Looking Information

This press release contains certain statements that may constitute forward-looking information within the meaning of applicable securities laws. This forward-looking information includes, without limitation, statements relating to the expected use of the net proceeds from the Offering, the expected drawings and repayments under the Credit Facility and cash on hand balances and the required use thereof. Often, but not always, forward-looking information can be identified by the use of such words as "may", "will", "expect", "believe", "plan", "intend", "estimate", "outlook", "forecast", "should", "anticipate" and other similar terminology, including statements concerning possible or assumed future results. Forward-looking information is based on management's reasonable assumptions, analysis and estimates in respect of its experience and perception of trends, current economic conditions, government policies and expected developments, as well as other material factors that it considers to be relevant at the time of making such statements.

No forward-looking statement can be guaranteed. By its nature, forward-looking statements are based on assumptions involve known and unknown risks and uncertainties, which may cause actual results, performance or achievements of Stuart Olson to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements which include, but are not limited to, a material adverse change in the affairs of Stuart Olson or a development materially adversely affecting the financial markets, and the risks and uncertainties described in the Company's Annual Information Form filed with the applicable securities regulatory authorities in Canada under the Company's profile at www.sedar.com. Although Stuart Olson has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Readers are encouraged to consider the foregoing risks, uncertainties and other factors carefully when evaluating the forward-looking statements and are cautioned not to place undue reliance upon such information when making investment decisions. Stuart Olson expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except in accordance with applicable securities laws.

SOURCE: Stuart Olson Inc.

David LeMay
President and Chief Executive Officer
Stuart Olson Inc.
[phone]
Email: [email protected]

Daryl Sands
Executive Vice President and Chief Financial Officer
Stuart Olson Inc.
[phone]
Email: [email protected]