Market Newsdesk

November 30, 2020 6:03 am

S&P Global and IHS Markit to Merge in All-Stock Transaction Valuing IHS Markit at $44 Billion, Powering the Markets of the Future

– Joins Two World-Class Organizations with Unique, Highly Complementary Assets to Enhance Customer Value Proposition

– Combined Company to Benefit from Increased Scale and Mix Across Core Markets with Attractive Growth Adjacencies

– Expected to be Accretive to Earnings by the End of the Second Full Year Post-Closing with ~$480 Million of Annual Run-Rate Cost Synergies and ~$350 Million of Revenue Synergies

– Pro Forma Company to Target Capital Return of at Least 85% of Free Cash Flow

– Companies to Host Conference Call Today at 8:15 a.m. ET / 1:15 p.m. GMT

PR Newswire

NEW YORK and LONDON, Nov. 30, 2020 /PRNewswire/ — S&P Global (NYSE: SPGI) and IHS Markit (NYSE: INFO) today announced they have entered into a definitive merger agreement to combine in an all-stock transaction which values IHS Markit at an enterprise value of $44 billion, including $4.8 billion of net debt. The transaction brings together two world-class organizations, a unique portfolio of highly complementary assets in attractive markets and cutting-edge innovation and technology capability to accelerate growth and enhance value creation.

Under the terms of the merger agreement, which has been unanimously approved by the Boards of Directors of both companies, each share of IHS Markit common stock will be exchanged for a fixed ratio of 0.2838 shares of S&P Global common stock. Upon completion of the transaction, current S&P Global shareholders will own approximately 67.75% of the combined company on a fully diluted basis, while IHS Markit shareholders will own approximately 32.25%.

S&P Global and IHS Markit’s unique and highly complementary assets will leverage cutting-edge innovation and technology capability, including Kensho and the IHS Markit Data Lake, to enhance the customer value proposition and provide the intelligence customers need to make decisions with conviction. Serving a global customer base across financial information and services, ratings, indices, commodities and energy, and transportation and engineering, the pro forma company will provide differentiated solutions important to the workflows of many of the world’s leading companies.

The transaction creates a pro forma company with increased scale, world-class products in core markets and strong joint offerings in high-growth adjacencies, including private assets, small and medium enterprises (“SME”), counterparty risk management, supply chain and trade and alternative data. Combined, the two companies will provide comprehensive solutions across data, platforms, benchmarks and analytics in ESG, climate and energy transition.

Douglas Peterson, President and Chief Executive Officer of S&P Global, will serve as CEO of the combined company. Lance Uggla, Chairman and Chief Executive Officer of IHS Markit, will stay on as a special advisor to the company for one year following closing.

“Through this exciting combination, we are able to better serve our markets and customers by creating new value and insights,” said Mr. Peterson. “This merger increases scale while rounding out our combined capabilities, and accelerates and amplifies our ability to deliver customers the essential intelligence needed to make decisions with conviction. We are confident that the strengths of S&P Global and IHS Markit will enable meaningful growth and create attractive value for all stakeholders. We have been impressed by the IHS Markit team and look forward to welcoming the talented IHS Markit employees to S&P Global.”

“This transaction is a win for both IHS Markit and S&P Global as we leverage our respective strengths in information, data science, research and benchmarks,” said Mr. Uggla. “Our highly complementary products will deliver a broader set of offerings across multiple verticals for the benefit of our customers, employees and shareholders. Our cultures are well aligned, and the combined company will provide greater career opportunities for employees. We look forward to bringing together our teams to realize the potential of this combination.”

Strategic Rationale – Powering the Markets of the Future

Greater scale and business mix: The transaction creates a combined business with increased scale and world-class products in core market segments. The combined company will have balanced earnings across major industry segments and a resilient portfolio, providing additional financial flexibility to pursue value-creating opportunities.
Creates strong offerings in high-growth adjacencies: The combined company will be differentiated in attractive high-growth adjacencies, including ESG, climate and energy transition, private assets and SME, counterparty risk management, supply chain and trade, and alternative data, which together represent $20 billion of total addressable market, growing at least 10% annually. As part of its ongoing commitment to remain on the cutting edge of technology and innovation, the combined company will continue to deploy well above $1 billion annually on technology.
Increased customer value proposition: The transaction brings together both companies’ customer-first cultures and broadens their combined reach across client segments, workflows and use cases. The pro forma organization will serve diverse customer segments across financial services, corporates and governments with differentiated data and intelligence, including the potential to link and create novel insights from new data set combinations. S&P Global and IHS Markit’s complementary product portfolios are expected to enable the combined company to serve new and expanded customer use cases in existing and new geographies.
Best-in-Class talent: The combined company will benefit from two best-in-class workforces with deep expertise and strong, complementary cultures focused on serving the global needs of customers. As a single organization, the collective workforce will benefit from expanded opportunities for career development and growth.

Financial Benefits – Strong Financial Profile and Outlook

Enhanced growth profile: The pro forma company will have 76% recurring revenue and expects to realize 6.5-8.0% annual organic revenue growth in 2022 and 2023, balanced across major industry segments.
Increased profitability: The combined company will target 200 basis points of annual EBITA margin expansion.
Attractive synergy opportunities and earnings accretion: The transaction is expected to be accretive to earnings by the end of the second full year post-closing. The combined company expects to deliver annual run-rate cost synergies of approximately $480 million, with approximately $390 million of those expected by the end of the second year post-closing, and $350 million in run-rate revenue synergies for an expected total run-rate EBITA impact of approximately $680 million by the end of the fifth full year after closing.
Maintains strong balance sheet to pursue further growth: The combined company is expected to maintain a strong balance sheet and credit profile, with pro forma annual revenue of more than $11.6 billion. S&P Global intends to maintain a prudent and flexible capital structure and will target leverage of 2.0-2.5x EBITA, on an agency-adjusted basis.
Enhanced free cash flow generation to support attractive capital return: The combined company expects to generate annual free cash flow exceeding $5 billion by 2023, with a targeted dividend payout ratio of 20-30% of adjusted diluted EPS and a targeted total capital return of at least 85% of free cash flow between dividends and share repurchases. Both companies expect to maintain their current dividend policies until the close of the transaction.

Management and Board

Following closing, the Company will be headquartered in New York with a substantial presence in key global markets across North America, Latin America, EMEA and Asia Pacific.

The combined company is committed to retaining a strong, highly qualified and diverse Board that has the appropriate skills, knowledge and experience to oversee the company and its long-term strategic growth and performance. The combined company’s Board of Directors will include the current S&P Global Board of Directors and four directors from the IHS Markit Board. Richard Thornburgh, current Chairman of S&P Global, will serve as Chairman of the combined company.

The leadership team will comprise senior leaders from both organizations. Ewout Steenbergen, Executive Vice President and Chief Financial Officer of S&P Global, will serve as Chief Financial Officer of the combined company.

The transition and integration of the combined company will be led by executives from both S&P Global and IHS Markit. The approach to integration planning will draw from the best practices of both companies to ensure continuity for customers, employees and other stakeholders.

Timing and Approvals

The transaction is expected to close in the second half of 2021, subject to, among other things, the expiration or termination of the applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, other antitrust and regulatory approvals, and other customary closing conditions. The transaction requires the approval of shareholders of both S&P Global and IHS Markit and is not subject to any financing conditions.

Advisors
Goldman, Sachs & Co. LLC is serving as lead financial advisor to S&P Global. Citi and Credit Suisse are also serving as financial advisors to S&P Global. Wachtell, Lipton, Rosen & Katz is serving as legal advisor to S&P Global. Morgan Stanley & Co. LLC is serving as lead financial advisor to IHS Markit. Barclays, Jefferies LLC and J.P. Morgan Securities LLC are also serving as financial advisors to IHS Markit. Davis Polk & Wardwell LLP is serving as legal advisor to IHS Markit.

Conference Call Details
The companies will hold a joint conference call today, November 30, 2020, at 8:15 a.m. EST / 1:15 p.m. GMT to discuss the details of this transaction. Additional information presented on the conference call may be made available on the Companies’ Investor Relations Websites at http://investor.spglobal.com and http://investor.ihsmarkit.com.

Webcast Instructions: The Webcast (audio and slides) will be available live and as an archived replay through S&P Global’s Investor Relations website at http://investor.spglobal.com/Investor-Presentations and IHS Markit’s Investor Relations website at https://investor.ihsmarkit.com. (Please copy and paste URL into Web browser.) The archived replay will be available beginning two hours after the conclusion of the live call and will remain available for one year.

Telephone Instructions: The call begins at 8:15 a.m. EST. Please connect 10 minutes prior.

For callers in the U.S.: (888) 603-9623
For callers outside the U.S.: +1 (630) 395-0220 (long-distance charges will apply)
The numeric passcode is 589 7344

The recorded telephone replay will be available approximately two hours after the meeting concludes and will remain available until December 30, 2020.

For callers in the U.S.: (888) 566-0708
For callers outside the U.S.: +1 (203) 369-3622 (long-distance charges will apply). No passcode is required.

About S&P Global
S&P Global (NYSE: SPGI) is the world’s foremost provider of credit ratings, benchmarks and analytics in the global capital and commodity markets, offering ESG solutions, deep data and insights on critical business factors. We’ve been providing essential intelligence that unlocks opportunity, fosters growth and accelerates progress for more than 160 years. Our divisions include S&P Global Ratings, S&P Global Market Intelligence, S&P Dow Jones Indices and S&P Global Platts. For more information, visit www.spglobal.com.

About IHS Markit
IHS Markit (NYSE: INFO) is a world leader in critical information, analytics and solutions for the major industries and markets that drive economies worldwide. The company delivers next-generation information, analytics and solutions to customers in business, finance and government, improving their operational efficiency and providing deep insights that lead to well-informed, confident decisions. IHS Markit has more than 50,000 business and government customers, including 80 percent of the Fortune Global 500 and the world’s leading financial institutions. Headquartered in London, IHS Markit is committed to sustainable, profitable growth. For more information, visit www.ihsmarkit.com.

Forward-Looking Statements
This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements, which are based on current expectations, estimates and projections about future business and operating results, the industry and markets in which S&P Global Inc. (“S&P Global”) and IHS Markit Ltd. (“IHS Markit”) operate and beliefs of and assumptions made by S&P Global management and IHS Markit management, involve uncertainties that could significantly affect the financial or operating results of S&P Global, IHS Markit or the combined company. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “will, ” “should,” “may,” “projects,” “could,” “would,” “target,” “estimates” or variations of such words and other similar expressions are intended to identify such forward-looking statements, which generally are not historical in nature, but not all forward-looking statements include such identifying words. Such forward-looking statements include, but are not limited to, projections of earnings, statements of plans for future operations or expected revenues, statements about the benefits of the transaction involving S&P Global and IHS Markit, including future financial and operating results and cost and revenue synergies, the combined company’s plans, objectives, expectations and intentions. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future — including statements relating to creating value for shareholders, benefits of the proposed transaction to shareholders, employees, customers and other constituents of the combined company, the outcome of contingencies, future actions by regulators, changes in business strategies and methods of generating revenue, the development and performance of each company’s services and products, integrating our companies, cost savings, the expected timetable for completing the proposed transaction, general conditions in the geographic areas where we operate and our respective effective tax rates, cost structure, dividend policy, cash flows or liquidity — are forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in such forward-looking statements. We can give no assurance that our expectations will be attained and therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. For example, these forward-looking statements could be affected by factors including, without limitation, risks associated with: (i) the satisfaction of the conditions precedent to consummation of the proposed transaction, including the ability to secure regulatory approvals on the terms expected, at all or in a timely manner; (ii) the ability of S&P Global and IHS Markit to obtain shareholder approval for the proposed transaction; (iii) uncertainty relating to the impact of the proposed transaction on the businesses of S&P Global and IHS Markit, including potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed transaction and changes to existing business relationships during the pendency of the acquisition that could affect S&P Global’s and/or IHS Markit’s financial performance; (iv) the ability of S&P Global to successfully integrate IHS Markit’s operations and retain and hire key personnel; (v) the ability of S&P Global to implement its plans, forecasts and other expectations with respect to IHS Markit’s business after the consummation of the proposed transaction and realize expected synergies; (vi) business disruption following the proposed transaction; (vii) economic, financial, political and regulatory conditions, in the United States and elsewhere, and other factors that contribute to uncertainty and volatility, including the upcoming U.S. presidential transition, the United Kingdom’s withdrawal from the European Union, natural and man-made disasters, civil unrest, pandemics (e.g., the coronavirus (COVID-19) pandemic (the “COVID-19 pandemic”)), geopolitical uncertainty, and conditions that may result from legislative, regulatory, trade and policy changes associated with the current or subsequent U.S. administration; (viii) the ability of S&P Global and IHS Markit to successfully recover from a disaster or other business continuity problem due to a hurricane, flood, earthquake, terrorist attack, war, pandemic, security breach, cyber -attack, power loss, telecommunications failure or other natural or man-made event, including the ability to function remotely during long-term disruptions such as the COVID-19 pandemic; (ix) the impact of public health crises, such as pandemics (including the COVID-19 pandemic) and epidemics and any related company or governmental policies and actions to protect the health and safety of individuals or governmental policies or actions to maintain the functioning of national or global economies and markets, including any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down or similar actions and policies; (x) the outcome of any potential litigation, government and regulatory proceedings, investigations and inquiries; (xi) changes in debt and equity markets, including credit quality and spreads; (xii) demand for investment products that track indices and assessments, and trading volumes of certain exchange-traded derivatives; (xiii) changes in financial markets, capital, credit and commodities markets and interest rates; (xiv) the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (xv) the parties’ ability to meet expectations regarding the accounting and tax treatments of the proposed transaction; and (xvi) those additional risks and factors discussed in reports filed with the Securities and Exchange Commission (the “SEC”) by S&P Global and IHS Markit from time to time, including those discussed under the heading “Risk Factors” in their respective most recently filed Annual Reports on Form 10-K and subsequent Quarterly Reports on Form 10-Q. While the list of factors presented here is considered representative, this list should not be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on S&P Global’s or IHS Markit’s consolidated financial condition, results of operations, credit rating or liquidity. Except to the extent required by applicable law or regulation, each of S&P Global and IHS Markit disclaims any duty to update any forward-looking statements contained in this communication or to otherwise update any of the above-referenced factors.

No Offer or Solicitation
This document is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote of approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Important Information About the Transaction and Where to Find It
In connection with the proposed transaction, S&P Global and IHS Markit will file relevant materials with the SEC, including a registration statement on Form S-4 filed by S&P Global to register the shares of S&P Global common stock to be issued in connection with the proposed transaction. The registration statement will include a joint proxy statement/prospectus which will be sent to the shareholders of S&P Global and IHS Markit seeking their approval of their respective transaction-related proposals. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4 AND THE RELATED JOINT PROXY STATEMENT/PROSPECTUS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT S&P GLOBAL, IHS MARKIT AND THE PROPOSED TRANSACTION.

Investors and security holders may obtain copies of these documents free of charge through the website maintained by the SEC at www.sec.gov or from S&P Global at its website, or from IHS Markit at its website. Documents filed with the SEC by S&P Global will be available free of charge by accessing S&P Global’s website at www.spglobal.com under the heading Investor Relations, or, alternatively, by directing a request by telephone to 866-436-8502 (domestic callers) or 212-438-2192 (international callers) or by mail to S&P Global at Investor Relations, S&P Global Inc., 55 Water Street, New York, NY 10041, and documents filed with the SEC by IHS Markit will be available free of charge by accessing IHS Markit’s website at www.ihsmarkit.com under the heading Investor Relations or, alternatively, by directing a request by telephone to 303-790-0600 or by mail to IHS Markit at IHS Markit Investor Relations and Corporate Communications, 15 Inverness Way East, Englewood, CO 80112.

Participants in the Solicitation
S&P Global, IHS Markit and certain of their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the shareholders of S&P Global and IHS Markit in respect of the proposed transaction under the rules of the SEC. Information about IHS Markit’s directors and executive officers is available in IHS Markit’s Form 10-K for the year ended November 30, 2019, proxy statement dated February 28, 2020 for its 2020 Annual General Meeting of Shareholders, and certain of its Current Reports on Form 8-K. Information about S&P Global’s directors and executive officers is available in S&P Global’s Form 10-K for the year ended December 31, 2019, proxy statement dated March 30, 2020 for its 2020 Annual Meeting of Shareholders, and certain of its Current Reports on Form 8-K. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the transaction when they become available. Investors should read the joint proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from S&P Global or IHS Markit using the sources indicated above.

Contacts:

Investor Relations:

S&P Global

Chip Merritt

Senior Vice President, Investor Relations
(212) 438 4321
[email protected]
http://investor.spglobal.com

IHS Markit

Eric Boyer

Senior Vice President, Investor Relations
IHS Markit
(303) 397 2969
[email protected]
http://investor.ihsmarkit.com/

News Media:

S&P Global

Dave Guarino

Chief Communications Officer
(201) 755 5334
[email protected]

Ed Trissel / Tim Ragones
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449

IHS Markit
Sebastian Kadritzke
[email protected]
+44-7939-227-676

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SOURCE S&P Global

November 30, 2020 6:03 am

Clough Global Dividend And Income Fund Section 19(a) Notice

Statement Pursuant to Section 19(a) of the Investment Company Act of 1940

PR Newswire

DENVER, Nov. 30, 2020 /PRNewswire/ — On November 30, 2020, the Clough Global Dividend and Income Fund (NYSE MKT: GLV) (the “Fund”), a closed-end fund, paid a monthly distribution on its common stock of $0.1008 per share to shareholders of record at the close of business on November 20, 2020.

The following table sets forth the estimated amount of the sources of distribution for purposes of Section 19 of the Investment Company Act of 1940, as amended, and the related rules adopted thereunder. The Fund estimates the following percentages, of the total distribution amount per share, attributable to (i) current and prior fiscal year net investment income, (ii) net realized short-term capital gain, (iii) net realized long-term capital gain and (iv) return of capital or other capital source as a percentage of the total distribution amount. These percentages are disclosed for the current distribution as well as the fiscal year-to-date cumulative distribution amount per share for the Fund.

Current Distribution from:
	Per Share ($)	%
Net Investment Income	0.0000	0.00%
Net Realized Short-Term Capital Gain	0.0000	0.00%
Net Realized Long-Term Capital Gain	0.0000	0.00%
Return of Capital or other Capital Source	0.1008	100.00%
Total (per common share)	0.1008	100.00%

Fiscal Year-to-Date Cumulative
Distributions from:
	Per Share ($)	%
Net Investment Income	0.0000	0.00%
Net Realized Short-Term Capital Gain	0.0000	0.00%
Net Realized Long-Term Capital Gain	0.0000	0.00%
Return of Capital or other Capital Source	0.1008	100.00%
Total (per common share)	0.1008	100.00%

The amounts and sources of distributions reported in this 19(a) Notice are only estimates and not for tax reporting purposes. The actual amounts and sources of the amounts for tax reporting purposes will depend upon the Fund’s investment experience during the remainder of its fiscal year and may be subject to changes based on tax regulations. The Fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes. The Fund estimates that it has distributed more than its income and net realized capital gains; therefore, a portion of your distribution may be a return of capital. A return of capital may occur for example, when some or all of the money that you invested in the Fund is paid back to you. A return of capital distribution does not necessarily reflect the Fund’s investment performance and should not be confused with ‘yield’ or ‘income.’

Presented below are return figures, based on the change in the Fund’s Net Asset Value per share (“NAV”), compared to the annualized distribution rate for this current distribution as a percentage of the NAV on the last business day of the month prior to distribution record date.

Fund Performance & Distribution Information

Fiscal Year to Date (11/01/2019 through 10/31/2020)
Annualized Distribution Rate as a Percentage of NAV^	11.82%
Cumulative Distribution Rate on NAV^⁺	0.99%
Cumulative Total Return on NAV*	-4.75%

Average Annual Total Return on NAV for the 5 Year Period Ending 10/31/2020**	3.27%

Past performance is not indicative of future results.

^ Based on the Fund’s NAV as of October 31, 2020.

⁺Cumulative distribution rate is based on distributions paid to date for the period November 1, 2020 through November 30, 2021.

*Cumulative fiscal year-to-date return is based on the change in NAV including distributions paid and assuming reinvestment of these distributions for the period November 1, 2019 through October 31, 2020.

**The 5 year average annual total return is based on change in NAV including distributions paid and assuming reinvestment of these distributions and is through the last business day of the month prior to the month of the current distribution record date.

While the NAV performance may be indicative of the Fund’s investment performance, it does not measure the value of a shareholder’s investment in the Fund. The value of a shareholder’s investment in the Fund is determined by the Fund’s market price, which is based on the supply and demand for the Fund’s shares in the open market. Shareholders should not draw any conclusions about the Fund’s investment performance from the amount of this distribution or from the terms of the Fund’s Managed Distribution Plan.

Furthermore, the Board of Trustees reviews the amount of any potential distribution and the income, capital gain or capital available. The Board of Trustees will continue to monitor the Fund’s distribution level, taking into consideration the Fund’s net asset value and the financial market environment. The Fund’s distribution policy is subject to modification by the Board of Trustees at any time. The distribution rate should not be considered the dividend yield or total return on an investment in the Fund.

ALPS Portfolio Solutions Distributor, Inc. FINRA Member Firm.

1290 Broadway
Suite 1000
Denver, Colorado 80203
1.877.256.8445

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SOURCE Clough Global Dividend and Income Fund

November 30, 2020 6:03 am

Centene Provides Format Update Of Virtual 2021 Financial Guidance And Investor Meeting On December 18, 2020

PR Newswire

ST. LOUIS, Nov. 30, 2020 /PRNewswire/ — Centene Corporation (NYSE: CNC) today provided an update on its upcoming 2021 Financial Guidance and Investor Meeting. In recognition of the increase in COVID-19 cases across the country, including in Missouri and St. Louis County, the company will adopt a hybrid presentation approach, which will include the use of pre-recorded management presentations with live Q&A sessions. This aligns with the company’s approach to prioritizing the health and safety of its employees while remaining committed to the principles of transparent communications and engagement with its shareholders and the financial community.

Additional details for the virtual meeting, which will be streamed live on the Company’s website at www.centene.com, under the Investors section, as well as instructions for institutional investors and analysts to enable the Question & Answer component, to follow.

About Centene Corporation
Centene Corporation, a Fortune 50 company, is a leading multi-national healthcare enterprise that is committed to helping people live healthier lives. The Company takes a local approach – with local brands and local teams – to provide fully integrated, high-quality, and cost-effective services to government-sponsored and commercial healthcare programs, focusing on under-insured and uninsured individuals. Centene offers affordable and high-quality products to nearly 1 in 15 individuals across the nation, including Medicaid and Medicare members (including Medicare Prescription Drug Plans) as well as individuals and families served by the Health Insurance Marketplace, the TRICARE program, and individuals in correctional facilities. The Company also serves several international markets, and contracts with other healthcare and commercial organizations to provide a variety of specialty services focused on treating the whole person. Centene focuses on long-term growth and the development of its people, systems and capabilities so that it can better serve its members, providers, local communities, and government partners.

Centene uses its investor relations website to publish important information about the company, including information that may be deemed material to investors. Financial and other information about Centene is routinely posted and is accessible on Centene’s investor relations website, http://www.centene.com/investors.

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SOURCE Centene Corporation

November 30, 2020 6:03 am

Clough Global Opportunities Fund Section 19(a) Notice

Statement Pursuant to Section 19(a) of the Investment Company Act of 1940

PR Newswire

DENVER, Nov. 30, 2020 /PRNewswire/ — On November 30, 2020, the Clough Global Opportunities Fund (NYSE MKT: GLO) (the “Fund”), a closed-end fund, paid a monthly distribution on its common stock of $0.0897 per share to shareholders of record at the close of business on November 20, 2020.

Current Distribution from:
	Per Share ($)	%
Net Investment Income	0.0000	0.00%
Net Realized Short-Term Capital Gain	0.0897	100.00%
Net Realized Long-Term Capital Gain	0.0000	0.00%
Return of Capital or other Capital Source	0.0000	0.00%
Total (per common share)	0.0897	100.00%

Fiscal Year-to-Date Cumulative
Distributions from:
	Per Share ($)	%
Net Investment Income	0.0000	0.00%
Net Realized Short-Term Capital Gain	0.0897	100.00%
Net Realized Long-Term Capital Gain	0.0000	0.00%
Return of Capital or other Capital Source	0.0000	0.00%
Total (per common share)	0.0897	100.00%

Fund Performance & Distribution Information

Fiscal Year to Date (11/01/2019 through 10/31/2020)
Annualized Distribution Rate as a Percentage of NAV^	10.27%
Cumulative Distribution Rate on NAV^⁺	0.86%
Cumulative Total Return on NAV*	11.91%

Average Annual Total Return on NAV for the 5 Year Period Ending 10/31/2020**	7.34%

Past performance is not indicative of future results.

^ Based on the Fund’s NAV as of October 31, 2020.

⁺Cumulative distribution rate is based on distributions paid to date for the period November 1, 2020 through November 30, 2021.

ALPS Portfolio Solutions Distributor, Inc. FINRA Member Firm.

CLOUGH GLOBAL OPPORTUNITIES FUND
(NYSE MKT: GLO)

1290 Broadway
Suite 1000
Denver, Colorado 80203
1.877.256.8445

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SOURCE Clough Global Opportunities Fund

November 30, 2020 6:03 am

Clough Global Equity Fund Section 19(a) Notice

Statement Pursuant to Section 19(a) of the Investment Company Act of 1940

PR Newswire

DENVER, Nov. 30, 2020 /PRNewswire/ — On November 30, 2020, the Clough Global Equity Fund (NYSE MKT: GLQ) (the “Fund”), a closed-end fund, paid a monthly distribution on its common stock of $0.1104 per share to shareholders of record at the close of business on November 20, 2020.

Current Distribution from:
	Per Share ($)	%
Net Investment Income	0.0000	0.00%
Net Realized Short-Term Capital Gain	0.1104	100.00%
Net Realized Long-Term Capital Gain	0.0000	0.00%
Return of Capital or other Capital Source	0.0000	0.00%
Total (per common share)	0.1104	100.00%

Fiscal Year-to-Date Cumulative
Distributions from:
	Per Share ($)	%
Net Investment Income	0.0000	0.00%
Net Realized Short-Term Capital Gain	0.1104	100.00%
Net Realized Long-Term Capital Gain	0.0000	0.00%
Return of Capital or other Capital Source	0.0000	0.00%
Total (per common share)	0.1104	100.00%

Fund Performance & Distribution Information

Fiscal Year to Date (11/01/2019 through 10/31/2020)
Annualized Distribution Rate as a Percentage of NAV^	10.34%
Cumulative Distribution Rate on NAV^⁺	0.86%
Cumulative Total Return on NAV*	11.55%

Average Annual Total Return on NAV for the 5 Year Period Ending 10/31/2020**	8.62%

Past performance is not indicative of future results.

^ Based on the Fund’s NAV as of October 31, 2020.

⁺Cumulative distribution rate is based on distributions paid to date for the period November 1, 2020 through November 30, 2021.

ALPS Portfolio Solutions Distributor, Inc. FINRA Member Firm.

1290 Broadway
Suite 1000
Denver, Colorado 80203
1.877.256.8445

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SOURCE Clough Global Equity Fund

November 30, 2020 6:03 am

KBR Works with US Science Center on Next Gen Land Data Products via $300M Contract

The company wins a five-year recompete to provide scientific, engineering, and technical services to the U.S. Geological Survey’s Earth Resources Observation and Science Center

PR Newswire

HOUSTON, Nov. 30, 2020 /PRNewswire/ — KBR (NYSE: KBR) won a $300 million recompete for scientific, engineering and technical services for the U.S. Geological Survey’s (USGS) Earth Resources Observation and Science (EROS) Center. The center combines remotely sensed data and science to better understand how the Earth’s changing landscape impacts ecosystems, economics and everyday life.

EROS operates the Landsat satellite program and maintains the largest civilian collection of images of the Earth’s land surface in existence. This data serves those who work in agriculture, emergency response, intelligence, regional planning, education and research.

Under this cost-plus-fixed-fee contract, KBR will partner with USGS to analyze and assess changes to the Earth’s landscape. The company will perform satellite systems engineering, software development, cybersecurity, data storage, program management, network engineering, satellite data acquisition, and scientific research and application development for remote sensing data. KBR will primarily carry out these efforts in Sioux Falls, South Dakota over the next five years.

KBR’s work with EROS equips decision makers with valuable data to better understand and positively impact the planet. The company will help evaluate wildfire risk; collaborate with other programs to predict famine and prevent food insecurity; and study impacts of coastal change. Users throughout the world rely on data from EROS to assess how to best manage land resources for their communities.

The company has supported the center since 2008 and will build on this collaboration to ensure the success of critical next generation programs, such as Landsat Next and the Land Change Monitoring, Assessment and Projection initiative.

“With our systems engineering, science and IT expertise, KBR stands ready to support EROS in meeting its future challenges,” said Stuart Bradie, KBR President and CEO. “KBR is committed to creating a more sustainable future for the planet, as well as our people, communities and business. We are thrilled to continue to work with an organization that helps mankind better understand and care for our world and the people in it.”

KBR ensures mission success for customers on land, at sea, in the air, in space and in cyberspace. The company drives innovation by combining engineering, technical and scientific expertise with its full life cycle capabilities, mission knowledge and future-focused technologies. Known for excelling in complex and extreme environments, KBR is creating solutions for the needs of today and tomorrow.

About KBR

KBR is a global provider of differentiated professional services and solutions across the asset and program life cycle within the government and technology sectors. KBR employs approximately 28,000 people worldwide with customers in more than 80 countries and operations in 40 countries.

KBR is proud to work with its customers across the globe to provide technology, value-added services, and long- term operations and maintenance services to ensure consistent delivery with predictable results. At KBR, We Deliver.

Visit www.kbr.com.

Forward Looking Statement

The statements in this press release that are not historical statements, including statements regarding future financial performance, are forward-looking statements within the meaning of the federal securities laws. These statements are subject to numerous risks and uncertainties, many of which are beyond the company’s control that could cause actual results to differ materially from the results expressed or implied by the statements. These risks and uncertainties include, but are not limited to: the significant adverse impacts on economic and market conditions of the COVID-19 pandemic; the company’s ability to respond to the challenges and business disruption presented by the COVID-19 pandemic; the recent dislocation of the global energy market; the company’s ability to realize cost savings and efficiencies relating to the streamlining of its Energy Solutions business; the company’s ability to manage its liquidity; the company’s ability to continue to generate anticipated levels of revenue, profits and cash flow from operations during the COVID-19 pandemic and any resulting economic downturn; the outcome of and the publicity surrounding audits and investigations by domestic and foreign government agencies and legislative bodies; potential adverse proceedings by such agencies and potential adverse results and consequences from such proceedings; the scope and enforceability of the company’s indemnities from its former parent; changes in capital spending by the company’s customers, including as a result of the COVID-19 pandemic; the company’s ability to obtain contracts from existing and new customers and perform under those contracts; structural changes in the industries in which the company operates; escalating costs associated with and the performance of fixed-fee projects and the company’s ability to control its cost under its contracts; claims negotiations and contract disputes with the company’s customers; changes in the demand for or price of oil and/or natural gas; protection of intellectual property rights; compliance with environmental laws; changes in government regulations and regulatory requirements; compliance with laws related to income taxes; unsettled political conditions, war and the effects of terrorism; foreign operations and foreign exchange rates and controls; the development and installation of financial systems; increased competition for employees; the ability to successfully complete and integrate acquisitions; and operations of joint ventures, including joint ventures that are not controlled by the company.

KBR’s most recently filed Annual Report on Form 10-K, any subsequent Form 10-Qs and 8-Ks, and other U.S. Securities and Exchange Commission filings discuss some of the important risk factors that KBR has identified that may affect the business, results of operations and financial condition. Except as required by law, KBR undertakes no obligation to revise or update publicly any forward-looking statements for any reason.

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SOURCE KBR, Inc.

November 30, 2020 6:03 am

Organigram Reports Fourth Quarter 2020 Results

Organigram Reports Fourth Quarter 2020 Results

Q4 2020 net revenue increased 25% to $20.4 million from $16.3 million in Q4 2019
Q4 2020 gross revenue increased 32% to $25.4 million from $19.2 million in Q4 2019
Launched 40 new stock keeping units (“SKUs”) since July 2020, including new high THC strains, and further value segment offerings and expect to launch up to 18 more new SKUs in Q2 2021 as part of the Company’s product portfolio revitalization
Subsequent to quarter-end, invested an additional $2.5 million in Hyasynth Biologicals Inc. as the biotech partner completed a milestone linked to the first commercial sale of cannabinoids produced via biosynthesis
Subsequent to quarter-end, raised ~$69 million in gross proceeds from an underwritten public offering including the exercise in full of the over-allotment option

MONCTON, New Brunswick–(BUSINESS WIRE)–
Organigram Holdings Inc. (NASDAQ: OGI) (TSX: OGI), the parent company of Organigram Inc. (together, the “Company” or “Organigram”), a leading licensed producer of cannabis, announced its results for the fourth quarter ended August 31, 2020 (“Q4” or “Q4 2020”).

Select Key Financial Metrics (in $000s) unless otherwise indicated	Q4 2020		Q4 2019		% Change
Gross revenue	25,389		19,235		32	%
Excise taxes	(4,989	)	(2,945	)	69	%
Net revenue	20,400		16,290		25	%
Cost of sales	29,007		15,543		87	%
Gross margin before fair value changes to biological assets & inventories sold	(8,607	)	747		-1252	%
Fair value changes to biological assets & inventories sold	(20,149	)	(11,806	)	71	%
Gross margin	(28,756	)	(11,059	)	160	%
Adjusted gross margin¹	6,156		1,491		313	%
Adjusted gross margin %¹	30	%	9	%	21	%
SG&A²	10,830		13,883		-22	%
Net loss	(38,590	)	(22,456	)	72	%
Adjusted EBITDA¹	(2,663	)	(7,163	)	-63	%
Net cash used in operating activities³	(10,128	)	(15,722	)	-36	%

¹ Adjusted gross margin, adjusted gross margin % and adjusted EBITDA are non-IFRS financial measures not defined by and do not have any standardized meaning under IFRS; please refer to the Company’s Q4 2020 MD&A for definitions and a reconciliation to IFRS.

² Sales and marketing and general and administrative expenses (“SG&A”) excluding share-based compensation

³ Q4 2020 net cash used in operating activities has been calculated based on a correction of a presentation error of Q1 to Q3 Fiscal 2020 net cash used in operating activities.

Select Balance Sheet Metrics (in $000s)	31-Aug-20	31-Aug-19	% Change
Cash & short-term investments	74,728	47,935	56	%
Biological assets & inventories	71,759	113,796	-37	%
Other current assets	23,717	34,550	-31	%
Accounts payable & other current liabilities	29,081	43,864	-34	%
Working capital	141,123	152,417	-7	%
Property, plant & equipment	247,420	218,470	13	%
Long-term debt	103,671	46,067	125	%
Total assets	435,127	428,525	2	%
Total liabilities	135,600	101,519	34	%
Shareholders’ equity	299,527	327,006	-8	%

“We are excited about Organigram’s prospects as we continue to reinvigorate and diversify our product portfolio with new offerings aimed at delivering the attributes that matter most to consumers,” said Greg Engel, CEO. “Overall, we are very encouraged by the initial responses to our new products and the increased awareness and traction they are receiving against a backdrop of national retail store growth and a growing legal market that continues to displace the illicit market. Our team is more focused than ever on enhancing our agility and execution to capture top-line growth and we believe we have the capital resources and liquidity to support us. We have always operated with financial discipline to pursue profitable growth which is again reflected in positive adjusted EBITDA in full-year fiscal 2020 for the second year in a row.”

Key Financial Results for the Fourth Quarter Fiscal 2020

Net revenue:
- Q4 2020 net revenue of $20.4 million compared to $16.3 million in Q4 2019 primarily due to:
  - Higher flower sales on higher volumes due to the large format, value segment growing and the Company having a number of offerings in this segment
  - Adult-use recreational derivative and edible (“Rec 2.0”) product sales that were not yet legal in Q4 2019 and a significant increase in international sales largely due to the supply agreement with Canndoc Ltd., leading Israeli medical cannabis producer, that did not exist in Q4 2019; and
  - A lower sales provision for returns and price adjustments in Q4 2020 compared to Q4 2019.

Gross revenue:
- Q4 2020 gross revenue of $25.4 million compared to $19.2 million in Q4 2019 primarily due to similar factors impacting net revenue described above.
- Q4 2020 gross revenue increased 32% from the prior year period compared to the 25% increase in net revenue reflecting more shipments and the increase in excise taxes as a percentage of gross revenue in Q4 2020.

Cost of sales:
- Q4 2020 cost of sales of $29.0 million compared to Q4 2019 cost of sales of $15.5 million.
- Higher cost of sales in Q4 2020 was primarily due to:
  - Increased sales volumes in Q4 2020;
  - Q4 2020 write-offs of excess and unsaleable inventories of $11.1 million, of which $8.3 million related to excess trim and concentrate; and $2.8 million of write-downs and adjustments to net realizable value and
  - $3.5 million in unabsorbed fixed overhead as a result of lower production volumes, and $0.2 million related to lump-sum payments paid to temporarily laid-off workers in Q4 2020.

Gross margin before fair value changes to biological assets and inventories sold:
- Q4 2020 negative gross margin before fair value changes to biological assets and inventories sold of $8.6 million compared to positive $0.7 million in Q4 2019.
- Negative and lower gross margin in Q4 2020 was largely due to higher cost of sales as described above.

Adjusted gross margin¹:
- Q4 2020 adjusted gross margin increased to $6.2 million from $1.5 million in Q4 2019 primarily due to a lower sales provision for returns and price adjustments in Q4 2020 compared to Q4 2019 as discussed above.

Gross margin:
- Q4 2020 negative gross margin of $28.8 million compared to Q4 2019 negative gross margin of $11.1 million, largely due to negative Q4 2020 gross margin before fair value changes to biological assets and inventories sold as described above as well as greater net non-cash negative fair value changes to biological assets and inventories sold of $20.1 million in Q4 2020 versus $11.8 million in Q4 2019.

Selling, general & administrative (SG&A) expenses:
- Q4 2020 SG&A of $10.8 million decreased 22% from Q4 2019’s amount of $13.9 million and Q4 2020 SG&A as a percentage of net revenue was 53% compared to 85% in Q4 2019.
- Q4 2019 SG&A included approximately $2.0M of licensing and professional fees that were not expected to recur at the same level and Q4 2020 SG&A reflected the Company’s reduced spending during the ongoing COVID-19 pandemic.
- Q4 2020 SG&A was largely in line with Q3 2020 SG&A of 10.3 million and declined from Q3 SG&A as a percentage of net revenue of 57%.

Adjusted EBITDA¹:
- Q4 2020 negative adjusted EBITDA of $2.7 million improved from Q4 2019 negative adjusted EBITDA of $7.2 million primarily due to higher adjusted gross margin in Q4 2020 as discussed above.

Net Loss:
- Q4 2020 net loss of $38.6 million, or ($0.199) per share on a diluted basis, compared to Q4 2019 net loss of $22.5 million, or $(0.144) per share, largely due to greater negative gross margin in Q4 2020 as described above.

Net cash used in operating activities:
- Q4 2020 net cash used in operating activities of $10.1 million decreased from $15.7 million used in Q4 2019 largely due to the prior period’s increase to working capital assets as the Company scaled operations ahead of Rec 2.0 legalization.

Canadian Adult-Use Recreational Market

The Company has been revitalizing its product portfolio with the launch of 40 new SKUs since July 2020 since July 2020, including new high THC strains and additional value segment offerings. Further, the Company expects to launch up to 18 new SKUs in Q2 2021.

Rec 1.0

Value Segment Offerings

Dried flower remains the largest category in the Canadian adult-use recreational market of all product form factors and the Company believes this category will continue to dominate for the foreseeable future based on the sales history in mature adult use recreational legal markets in the U.S. (California, Colorado, etc.).

The Company has noted the significant growth in the dried flower value category of the market with intensifying competition including recent entries of lower priced offerings which have caused significant market share shifts within dried flower to the value segment. In response, the Company launched “Buds”² in Q3 2020 along with a number of other dried flower offerings in larger format sizes of 7g and 15g under the Trailblazer value brand in early Q4 2020. The Company believes Buds is a differentiated single-strain value product and it has been well-received by consumers since it is at an affordable price point but does not have to compete on price alone since it is indoor-grown, whole dried flower and strain specific.

Further, the Company’s value segment strategy also includes dried flower offerings that were launched in larger format sizes of 7g and 15g under our Trailblazer brand in July 2020.

Subsequent to quarter-end in mid-September 2020, Organigram expanded its strong value portfolio with the launch of SHRED, a high quality, high potency and affordable dried flower blend that is pre-shredded for consumer convenience. SHRED offers three pre-milled varieties, all with THC of 18% or higher. It is made from whole flower, does not contain any shake or trim and is milled to the same specifications as the Company’s existing pre-roll products. SHRED is currently Organigram’s most affordable dried flower option (on a per gram basis).

New High THC Strains

Cannabis consumers continue to gravitate towards both high THC dried flower products and cultivar diversity and novelty as supported by available sales data. In early August 2020, the Company announced the launch of three new strains of Edison Cannabis Co. (“Edison”) dried flower products, with higher THC: The General (Grapefruit GG4), Chemdog and limited time offering, Samurai Spy (Ninja Fruit). Going forward, the Company has decided to change naming conventions for many of its offerings to align with the street genetic names for dried flower products as it believes these names will better resonate with consumers.

Rec 2.0

Cannabis-Infused Chocolates

At the end of July 2020, the Company announced the launch of Trailblazer Snax, a value-priced, cannabis-infused chocolate bar which is made with premium quality ingredients including cocoa butter, all-natural flavors and distillate, while remaining an affordable cannabis-infused option. It is available in either mint or mocha flavours in a 42g bar with 10mg of THC. Each bar can be broken into five sections and is suited for both micro-dosing and full consumption.

Organigram’s investment in state-of-the art chocolate equipment and manufacturing processes means that each of the five sections of the Trailblazer Snax bar are filled separately, allowing for higher accuracy of infusion. The Company’s chocolate portfolio also consists of Edison Bytes truffles which are available in both milk and dark chocolate formulations. These products are available as single chocolates containing 10 mg of THC each or sets of two truffles containing 5 mg each.

In addition to a seasonal offering of Trailblazer Kushmas Stix, the Company is also offering Canadian cannabis consumers delicately spiced gingerbread flavours mingled with Edison Bytes’ signature rich milk chocolate. These limited time offerings are available in a two-per-pack format, with each truffle containing 5 mg THC for a total of 10 mg total in the box.

Vape Portfolio

The Company expects to launch Trailblazer Spark, Flicker and Glow 510-thread Torch vape cartridges in a new 1g format before the end of Q2 Fiscal 2021 which will extend Organigram’s line up to a suite of trial-size 0.5 g and full-size 1 g cartridges for the 510 vaporizer. Trailblazer Torch offers customers 510 cartridges, high-quality CO2 extract and three unique terpene-infused flavours.

In addition to the Trailblazer Torch value-segment offerings, the Company’s vape portfolio also includes products for the mainstream and the premium segments: Edison + Feather ready-to-go distillate pens and Edison + PAX ERA® distillate cartridges.

Powdered Beverage Launch

Subsequent to quarter-end in November 2020, Organigram launched Edison RE:MIX dissolvable cannabis powder. The pre-packaged powder format makes it easy to mix Edison RE:MIX into beverages quickly and discreetly, so the product can be enjoyed, based on the consumer’s own preference, in a wide variety of settings and on occasions of their choosing.
Edison RE:MIX is available in three formats: two sachets with 5 mg THC per sachet; two sachets with 5:5 mg THC:CBD per sachet; and five sachets with 10 mg CBD per sachet.
The results of a recent Organigram survey suggest a significant majority of current cannabis consumers (74%) would prefer to add cannabinoids to their beverages by themselves (vs. a pre-mixed beverage). The discreet nature of the product also addresses consumer concerns related to open cannabis consumption.
According to recent sales data in Colorado, cannabinoid-infused powders have rapidly risen to the top of the beverage category in popularity, representing 55% of the state’s beverage market sales. In fact, 46% of cannabis consumers reported enjoying cannabinoid-infused beverages multiple times a day (Headset – Colorado Market Insights – July 2020). In Canada, estimates suggest the recreational cannabis beverage market represents a $467M category opportunity and it is expected to increase by 15x its current market size over the next five years (Brightfield Group – Canadian Market Size Insights – July 2020).
As previously announced, Organigram’s researchers have developed a proprietary nano-emulsification technology that generates nano-droplets which are very small and uniform; this provides improved absorption compared to traditional edibles and beverages, potentially allowing for a more reliable and controlled experience.
With traditional edibles, beverages, and ingestible oil-based extracts, the body spends significant time breaking down fat soluble cannabinoid particles which are then absorbed and metabolized in the body before the effects are felt.
The nanoemulsion technology is also anticipated to have increased stability to temperature variations, mechanical disturbance, salinity, pH, and sweeteners. The powdered formulation holds the potential to offer consumers a measured dose of cannabinoids which they can then add to liquid, such as a beverage of their choice, while also offering the discretion, portability and shelf life expected of a dried powder formulation.

Phase 4 Expansion

As previously disclosed with Q3 2020 results, the Company decided to indefinitely defer final completion of Phase 4C for additional cultivation capacity (the final stage in Phase 4 cultivation expansion) as originally designed due to excess cultivation capacity versus the current demand in Canada.

During the quarter, Phase 4C was substantially completed such that it can be occupied, and the Company retains the option to potentially use the space for other opportunities (if and when strategic and/or market factors dictate).

Phase 5 Refurbishment

Phase 5, while already housing additional post-harvesting rooms (including drying rooms) and a dedicated derivatives and edibles facility, is expected to add additional functionality with expanded extraction capacity at the Moncton Campus.

Phase 5 was substantially complete at year end. The Company is continuing to work on the installation and commissioning of certain equipment in its edibles and extraction area including its hydrocarbon extraction equipment.

Outlook

Organigram remains positive on the cannabis market both in Canada and abroad. The most recent data available from Statistics Canada shows that Canadian adult use market sales (which represent the majority of legal cannabis sales in the country) tallied $256 million³ for just the month of September 2020. This represents an annualized run rate of approximately $3.1 billion, which is a record since adult use was legalized in October 2018. Month-over-month sequential growth rate was 5.2% and year-over-year growth for September was 108.5%.
The Company believes there are a few factors that are providing tailwinds to further industry growth. First the legalization in October of 2019 of Rec 2.0 products has attracted consumers who were not interested in smoking or vaping. New categories such as vape pens, edibles (soft chews, chocolates), beverages to name a few have significantly expanded the addressable market. Second, the number of brick and mortar retail stores has increased significantly particularly in the back half of calendar 2020. Third, the industry as a whole has made a concerted effort to match or beat illicit market pricing which has helped accelerate the conversion of consumers from illicit to legal consumption.
Notwithstanding the above, the cannabis industry in Canada remains highly competitive and generally oversupplied versus the current market demand considering both regulated licensed producers and the still unfettered illicit market. In early July 2020, the Company announced it had reduced its workforce by 25% in an order to better align its production capacity to prevailing market conditions. After two years of adult-use recreational legalization in Canada, consumer trends and preferences continued to solidify, including significant growth in the large format value segment, a desire for higher THC potency particularly in dried flower as well as a penchant for newness including new genetic strains and novel products. Organigram began a product portfolio revitalization earlier this year in an effort to address what it believed to be some of the biggest trends in order to grow sales and capture market share.
At the same time, the number of retail stores in Canada began to grow meaningfully for the first time since legalization and in September 2020, Ontario’s cannabis retail regulator began doubling the number of licenses from 10 to 20 per month and is now on pace to add up to 40 stores per month, resulting in accelerated growth for Canada’s largest adult-use cannabis market. Since July 2020, the number of retail stores in Canada’s 10 provinces grew one-third and increased approximately 140% in Ontario alone.
With a leaner workforce, the Company experienced some reductions in production, cultivation, processing and packaging capacity. At certain times, this contributed to delays in the product launches for its portfolio revamp and hindered consistent order fulfillment, particularly for high velocity items. The Company believes this resulted in some meaningful missed revenue opportunities in Q4 Fiscal 2020 and in Q1 Fiscal 2021. With substantial retail store growth in play, the Company is evaluating its processes and supply chain, including the benefit of gradually scaling up staffing, to help ensure improved order fulfillment rates and in turn, potentially realize greater sales opportunities. Further, as many of the Company’s product launches are recent and some are still to come, the Company believes it will still take time for the new products to reach their full potential and gain market share to drive meaningful sales growth.
Organigram also continues to make investments in new genetics and improved cultivation processes to increase THC potency and introduce new strains into the highly important dried flower and pre-roll categories. As discussed in the “Phase 4 Expansion” section of this press release, the Company intends to cultivate at less than its full cultivation capacity for the foreseeable future partly to help increase THC potency in its plant, which is anticipated to result in a negative non-cash adjustment to cost of sales for unabsorbed fixed overhead costs.
In addition to Rec 1.0, the Company plans to continue to expand on Rec 2.0, which it believes will increasingly become a larger relative category in line with mature U.S. legal markets. As indicated in previous quarters, the Company expects some production inefficiencies to persist in the near term and impact gross margin while it continues to launch new Rec 2.0 products and optimize production. Outside of Canada, the Company continues to serve international markets (Israel and Australia) from Canada via export permits and looks to augment sales channels internationally over time. International sales increased significantly in Q4 Fiscal 2020 from the prior year period as Organigram shipped its first product to Canndoc Ltd. in August 2020 under its supply agreement with the Israeli cannabis medical producer. In early Q1 Fiscal 2021, the Israeli Ministry of Health Israel amended its quality standards for imported medical cannabis. The Company has identified a pathway for demonstrating compliance with these updated standards and has initiated a process which, if completed successfully, will allow it to continue to supply product into the Israeli market.
Recent political changes and cannabis election ballot initiatives for both medical and recreational use in the United States suggest that the potential move to U.S. federal legalization of cannabis (THC) has increased momentum but the timing remains difficult to predict. As the Company continues to monitor and develop a potential U.S. THC strategy, it continues to evaluate CBD entry opportunities in the United States.

Liquidity and Capital Resources

Organigram ended the quarter with $74.7 million in cash and short-term investments compared to $47.9 million at August 31, 2019, an increase of $26.8 million which is a result of the two at-the-market (ATM) equity offerings and draws against the Company’s term loan facility, offset by investments in working capital and property, plant and equipment. During the quarter, the Company drew an additional $30 million under the term loan such that no available capacity remained at quarter-end.
On November 12, 2020, the Company closed an underwritten public offering (the “Offering”) of 37,375,000 units (the “Units”) at a price of $1.85 per Unit, including the full exercise of the over-allotment option. Each Unit is comprised of one common share of the Company and one-half of one common share purchase warrant of the Company (each full common share purchase warrant, a “Warrant”). Each Warrant will be exercisable to acquire one common share of the Company (a “Warrant Share”) for a period of three years following the closing date of the Offering at an exercise price of $2.50 per Warrant Share, subject to adjustment in certain events. The Company expects to use the net proceeds from the offering working capital and other general corporate purposes and to pay down its term loan balance as described below.
On November 27, 2020, the Company amended its Facilities pursuant to an amended and restated credit agreement (“Amended and Restated Credit Agreement”) with BMO and the syndicate of lenders to: (i) reduce the Term Loan amount from $115 million to $60 million based on a repayment of $55 million to be made on December 1, 2020 of the outstanding Term Loan balance of $115 million; (ii) have repayments on the balance of the Term Loan commence on February 28, 2021 in an amount equal to $1.5 million per quarter; (iii) reduce the Revolver commitment to $2 million from up to $25 million; (iv) adjust the minimum quarterly EBITDA covenants to be maintained by the Company commencing on February 28, 2021 and continuing through to maturity, thereby removing this covenant for the fiscal period ended November 30, 2020 and eliminating the reversion of the financial covenants to that of the original structure on November 30, 2021; (v) modify the applicable margin pricing and standby fee terms to reflect current market conditions; and (vi) reduce the minimum unrestricted cash balance requirement to $20 million, which is already inclusive of the $8 million restricted investment currently outstanding. The interest rate margin will be fixed from November 27, 2020 through to maturity on May 31, 2021.
As at November 29, 2020, excluding the $8.0 million of restricted investment (GIC), the Company had $135 million in cash and short-term investments. After completing the $55 million term loan repayment on December 1, 2020, on a pro forma basis the Company would have $80 million in cash and short-term investments and $60 million in long-term debt.

Capital Structure

in $000s	31-Aug-20	31-Aug-19
Current and long-term debt	115,266	49,576
Shareholders’ equity	299,527	327,006
Total debt and shareholders’ equity	414,793	376,582
in 000s
Outstanding common shares	194,511	156,196
Options	9,029	8,833
Restricted share units	893	842
Performance share units	127	–
Total fully-diluted shares	204,560	165,872

Outstanding basic and fully diluted share count as at November 24, 2020 is as follows:

in 000s	24-Nov-20
Outstanding common shares	232,088
Options	8,144
Restricted share units	871
Performance share units	125
Total fully-diluted shares	241,228

Fourth Quarter and Full Year Fiscal 2020 Conference Call

The Company will host a conference call to discuss its results with details as follows:

Date: November 30, 2020

Time: 8:00am Eastern Time

To register for the conference call, please use this link:

http://www.directeventreg.com/registration/event/4687978

To ensure you are connected for the full call, we suggest registering a day in advance or at minimum 10 minutes before the start of the call. After registering, a confirmation will be sent through email, including dial in details and unique conference call codes for entry. Registration is open through the live call.

To access the webcast: https://event.on24.com/wcc/r/2625442/2C164D33CA068A822C82053411FBA767

A replay of the webcast will be available within 24 hours after the conclusion of the call at https://www.organigram.ca/investors and will be archived for a period of 90 days following the call.

Non-IFRS Financial Measures

This news release refers to certain financial performance measures (including, target production capacity, and adjusted EBITDA) that are not defined by and do not have a standardized meaning under International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. These non-IFRS financial performance measures are defined below. Non-IFRS financial measures are used by management to assess the financial and operational performance of the Company. The Company believes that these non-IFRS financial measures, in addition to conventional measures prepared in accordance with IFRS, enable investors to evaluate the Company’s operating results, underlying performance and prospects in a similar manner to the Company’s management. As there are no standardized methods of calculating these non-IFRS measures, the Company’s approaches may differ from those used by others, and accordingly, the use of these measures may not be directly comparable. Accordingly, these non-IFRS measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. Please refer to the Company’s Q3 2020 MD&A for definitions and, in the case of adjusted EBITDA, a reconciliation to IFRS amounts.

About Organigram Holdings Inc.

Organigram Holdings Inc. is a NASDAQ Global Select Market and a Toronto Stock Exchange listed company whose wholly owned subsidiary, Organigram Inc., is a licensed producer of cannabis and cannabis-derived products in Canada.

Organigram is focused on producing high-quality, indoor-grown cannabis for patients and adult recreational consumers in Canada, as well as developing international business partnerships to extend the Company’s global footprint. Organigram has also developed a portfolio of adult use recreational cannabis brands including The Edison Cannabis Company, SHRED and Trailblazer. Organigram’s primary facility is located in Moncton, New Brunswick and the Company is regulated by Health Canada under the Cannabis Act (Canada) and the Cannabis Regulations (Canada).

This news release contains forward-looking information. Forward-looking information, in general, can be identified by the use of forward-looking terminology such as “outlook”, “objective”, “may”, “will”, “could”, “would”, “might”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “plan”, “continue”, “budget”, “schedule” or “forecast” or similar expressions suggesting future outcomes or events. They include, but are not limited to, statements with respect to expectations, projections or other characterizations of future events or circumstances, and the Company’s objectives, goals, strategies, beliefs, intentions, plans, estimates, forecasts, projections and outlook, including statements relating to the Company’s future performance, the Company’s positioning to capture additional market share and sales, expected improvement to gross margins before fair value changes to biological assets and inventories, the Company’s plans and objectives including around its credit facility, availability and sources of any future financing; expectations regarding the impact of COVID-19, expectations around market and consumer demand and other patterns related to existing, new and planned product forms; plans for further construction or expenditures at the Moncton Campus, estimates of costs for completion of those Phases and uses of spaces therein; timing for launch of new product forms, ability of those new product forms to capture sales and market share, estimates around incremental sales and more generally estimates or predictions of actions of customers, suppliers, partners, distributors, competitors or regulatory authorities; statements regarding the future market of the Canadian cannabis market and, statements regarding the Company’s future economic performance. These statements are not historical facts but instead represent management beliefs regarding future events, many of which, by their nature are inherently uncertain and beyond management control. Forward-looking information has been based on the Company’s current expectations about future events.

Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause actual events to differ materially from current expectations. Important factors – including the heightened uncertainty as a result of COVID-19 including any continued impact on production or operations, impact on demand for products, effect on third party suppliers, service providers or lenders; general economic factors; receipt of regulatory approvals or consents and any conditions imposed upon same and the timing thereof, ability to meet regulatory criteria which may be subject to change, change in regulation including restrictions on sale of new product forms, timing to receive any required testing results and certifications, results of final testing of new products, timing of new retail store openings being inconsistent with preliminary expectations, changes in governmental plans including related to methods of distribution and timing and launch of retail stores, timing and nature of sales and product returns, customer buying patterns and consumer preferences not being as predicted given this is a new and emerging market, material weaknesses identified in the Company’s internal controls over financial reporting, the completion of regulatory processes and registrations including for new products and forms, market demand and acceptance of new products and forms, unforeseen construction or delivery delays including of equipment, increases to expected costs, competitive and industry conditions, customer buying patterns and crop yields – that could cause actual results to differ materially from the Company’s expectations are disclosed in the Company’s documents filed from time to time under the Company’s issuer profile on the Canadian Securities Administrators’ System for Electronic Document Analysis and Retrieval (“SEDAR”) at www.sedar.com and reports and other information filed with or furnished to the United States Securities and Exchange Commission (“SEC”) and available on the SEC’s Electronic Document Gathering and Retrieval System (“EDGAR”) at www.sec.gov including the Company’s most recent MD&A and AIF available from time to time. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this news release. The Company disclaims any intention or obligation, except to the extent required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

² In Q3 Fiscal 2020, the Company launched its first value offering of dried flower in a large size format of 28g under Trailer Park Buds (TPB) brand. In early Q4 Fiscal 2020, the Company announced it is making changes to the TPB brand and logo but in the immediate terms has moved to a modified version of TPB, “Buds”.

³ Statistics Canada, Cannabis Stats Hub, Accessed: November 26, 2020, (https://www150.statcan.gc.ca/n1/pub/13-610-x/cannabis-eng.htm)

View source version on businesswire.com: https://www.businesswire.com/news/home/20201130005350/en/

For Investor Relations enquiries:

Amy Schwalm

Vice-President, Investor Relations

[email protected]

416-704-9057

For Media enquiries:

Marlo Taylor

Gage Communications

[email protected]

KEYWORDS: North America Canada

INDUSTRY KEYWORDS: Alternative Medicine Retail Health Agriculture Natural Resources Pharmaceutical Food/Beverage

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November 30, 2020 6:03 am

Nutrien Launching Industry’s Most Comprehensive Carbon Program to Drive Sustainability in Agriculture

Nutrien Launching Industry’s Most Comprehensive Carbon Program to Drive Sustainability in Agriculture

New End-to-end Carbon Program Offers Growers Incentives to Use Climate-Smart Practices within Nutrien’s Commercial Sustainability Offering

SASKATOON, Saskatchewan–(BUSINESS WIRE)–
Nutrien Ltd. (TSX and NYSE: NTR) today announced the launch of the agricultural industry’s most comprehensive carbon program, providing end-to-end support for growers to drive improved sustainability and boost profitability. As the world’s largest provider of crop inputs and services to growers, Nutrien is uniquely positioned to create the only program at scale. It is ready to partner directly with growers to plan, plant and track sustainable farming practices and improve carbon performance.

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20201130005304/en/

Nutrien Launching Industry’s Most Comprehensive Carbon Program to Drive Sustainability in Agriculture (Graphic: Business Wire)

As part of the new program, Nutrien will provide sustainable products and solutions, year-round dedicated agronomic counsel and the industry’s leading digital platform to track and measure results. Additionally, Nutrien will enable growers to monetize their improved carbon performance at the farm level by facilitating the purchase and sale of carbon credits from its grower customers to value-chain partners.

Working with select growers, Nutrien will design programs that facilitate climate smart products and sustainable practices to reduce greenhouse gas (GHG) emissions, sequester carbon, and measure the resulting improvements in financial, productivity and environmental performance. Nutrien will pilot the new carbon program across North America in 2021 and it plans to further scale the program to South America and Australia in the years ahead.

For more information on the carbon program, visit Nutrien’s website at www.nutrien.com/carbon-program.

Executive Commentary

Chuck Magro, President and CEO, Nutrien, said, “Nutrien is working to solve some of the world’s biggest challenges: producing more food with less land, water and environmental impact. Our new carbon program will empower growers to produce, preserve and profit from sustainable practices. With our global reach, direct relationships with over 500,000 growers, the science-based expertise of our in-house agronomy team, and investments in industry-leading technology, Nutrien is uniquely positioned to create a carbon program with the scale and resources to bring meaningful and sustainable benefits to growers and the planet they are working hard to feed.”

“Over time, our vision is to expand the carbon program to include partnerships across the value chain and into other industries that have interest in the carbon economy. Addressing climate change is critically important and we believe the best way to move forward is to work together; we are open to the full range of partnership opportunities. Our aim is to create an ecosystem to help our grower customers benefit from sustainable practices and enable the purchase and sale of their carbon credits, while partnering with governments to help meet public environmental goals.”

“With this new program, we are helping to build an economy and market around sustainability that we believe is truly the next major transformation for the agriculture industry and addresses global issues that affect everyone,” added Magro.

Agricultural Industry Commentary

Jeff Topp, CEO of T-T Ranch near Carrington, North Dakota, said, “Sustainability can mean different things to different people, but to us it means leaving the land better than we found it. We are excited to partner with Nutrien to create a program that’s practical and can be implemented by other growers on a broad scale to deliver measurable benefit.”

Matt Coutts, Chief Investment Officer at Coutts Agro Ltd, a grain farm in Kindersley, Saskatchewan, said, “Coutts Agro is delighted to partner with Nutrien on their sustainability strategy and carbon objectives. We are focused on aligning sustainability, agronomy and profitability to move our company and industry forward. By directly addressing issues related to climate change, our industry has an opportunity to improve our carbon footprint and be rewarded accordingly, building off of performance demonstrated by leading edge companies who prioritize progressive ESG standards. We look forward to working with Nutrien to properly define agriculture’s role in the carbon economy with private market solutions.”

The Market Opportunity for Carbon

Demand for carbon credits in the voluntary market has more than doubled since 2017, according to Ecosystem Marketplace’s State of Voluntary Carbon Markets report. Looking ahead, The Taskforce on Scaling Voluntary Carbon Markets notes that the global market for carbon offsets is expected to increase by 40 – 100X by 2050 as the world increasingly focuses on climate action. Agriculture is expected to be a leading participant in this growing market.

“Carbon has the potential to become a substantial economy that will go a long way towards realizing net zero agriculture. Our program is an important first step towards this journey. Our direct relationship with our grower customers will help them to be early movers in this space and see financial value from farming sustainably,” added Magro.

Nutrien’s Multi-Year Commitment to ESG Initiatives

Nutrien’s new carbon program is part of a broader sustainability offering designed to benefit growers, governments, and a cross-section of industries while helping the planet and supporting sustainable solution for feeding a growing global population. It is expected to lead to longer-term environmental, social and governance (ESG) returns for Nutrien and its partners.

Additional information on Nutrien’s current ESG initiatives is available here.

Nutrien Investor Day Details

Nutrien will provide additional details regarding its planned carbon program at its Investor Day on November 30, 2020 from 1:00 pm EST to approximately 3:30 pm EST.

To obtain more information on the event, visit Nutrien’s website at www.nutrien.com.

The presentation materials and a webcast of the formal presentations will be available on Nutrien’s website live or in replay mode atNutrien’s 2020 Virtual Investor Day.

Forward Looking Statement

Certain statements and other information included in this news release constitute “forward-looking information” or “forward-looking statements” (collectively, “forward-looking statements”) under applicable securities laws (such statements are usually accompanied by words such as “anticipate”, “expect”, “believe”, “may”, “will”, “should”, “estimate”, “intend” or other similar words). All statements in this news release, other than those relating to historical information or current conditions, are forward looking statements, including, but not limited to, statements as to Nutrien’s strategic plans and management’s expectations with respect to the carbon program and related carbon market opportunities (including the timing with respect to the implementation thereof), the development and provision of sustainable products and solutions, improved GHG, finance, productivity and environmental performance, and other items described in this news release. Forward looking statements in this news release are based on certain key expectations and assumptions made by Nutrien, many of which are outside of our control. Although Nutrien believes that the expectations and assumptions on which such forward looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because Nutrien can give no assurance that they will prove to be correct. Forward looking statements are subject to various risks and uncertainties which could cause actual results and experience to differ materially from the anticipated results or expectations expressed in this news release including, but are not limited to, realization of technological improvements required to implement the carbon program, including Nutrien’s ability to develop and/or access such technology; development and growth of end market demand for sustainable products and solutions; development and execution of strategies to implement Nutrien’s carbon program; government regulation, incentives, and initiatives; regulatory approvals; performance of third parties; and other unforeseen difficulties and risks. For additional information on the assumptions made, and the risks and uncertainties that could cause actual results to differ from the anticipated results, refer to the most recent Quarterly Report to Shareholders and the 2019 Annual Report filed under Nutrien’s profile on SEDAR at www.sedar.com and with the U.S. Securities and Exchange Commission at www.sec.gov.

The forward-looking statements in this news release are made as of the date hereof and Nutrien disclaims any intention or obligation to update or revise any forward-looking statements in this news release as a result of new information or future events, except as may be required under applicable U.S. federal securities laws or applicable Canadian securities legislation.

About Nutrien

Nutrien is the world’s largest provider of crop inputs and services, playing a critical role in helping growers increase food production in a sustainable manner. We produce and distribute 25 million tonnes of potash, nitrogen and phosphate products world-wide. With this capability and our leading agriculture retail network, we are well positioned to supply the needs of our customers. We operate with a long-term view and are committed to working with our stakeholders as we address our economic, environmental and social priorities. The scale and diversity of our integrated portfolio provides a stable earnings base, multiple avenues for growth and the opportunity to return capital to shareholders.

View source version on businesswire.com: https://www.businesswire.com/news/home/20201130005304/en/

Media Relations

Megan Fielding

Vice President, Brand & Culture Communications

(403) 797-3015

[email protected]

Investor Relations

Richard Downey

Vice President, Investor Relations

(403) 225-7357

[email protected]

KEYWORDS: Brazil South America Australia Central America North America Canada United States Australia/Oceania

INDUSTRY KEYWORDS: Agriculture Natural Resources Environment

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Nutrien Launching Industry’s Most Comprehensive Carbon Program to Drive Sustainability in Agriculture (Graphic: Business Wire)

Posted on November 30, 2020 6:03 am
Pentwater Issues Open Letter to Rio Tinto Board Outlining Its History of Inexcusable Corporate Governance and Oppressive Actions

Pentwater Issues Open Letter to Rio Tinto Board Outlining Its History of Inexcusable Corporate Governance and Oppressive Actions

Calls for Rio Tinto to Immediately Cease Brazen Attempt to Enrich Itself at the Expense of Turquoise Hill Minority Shareholders

NAPLES, Fla.–(BUSINESS WIRE)–
Pentwater Capital Management LP (“Pentwater“), the largest minority shareholder of Turquoise Hill Resources Ltd. (“Turquoise Hill” or the “Company“) (TSX:TRQ) (NYSE:TRQ), has written the attached letter to the Rio Tinto plc (“Rio Tinto” or “Rio”) (LSE:RIO) Board of Directors:

Dear Members of the Board of Directors of Rio Tinto plc:

Pentwater Capital Management is the largest minority shareholder of Turquoise Hill. We are writing to you because it is our sincere hope that the Board of Rio Tinto is unaware of the oppressive and illegal actions which Rio’s current management team has taken against Turquoise Hill’s minority stockholders. It is our sincere hope that Pentwater can work with Rio’s Board to correct these actions and thereby avoid the otherwise necessary filing of an action for oppression by Pentwater against Rio Tinto.

As you are undoubtedly aware, Rio controls Turquoise Hill through its 51% ownership stake, has hand picked every director at Turquoise Hill, has chosen every management employee at Turquoise Hill, and is the manager of the mine which is Turquoise Hill’s sole asset. I assume that you are also aware that since Rio took control of Turquoise Hill in 2012, Rio has eliminated every previous Turquoise Hill employee and brought in a parade of six CEOs and CFOs who have all been existing or former Rio employees. I assume that you also know that Rio’s hand-picked directors and management team have signed contracts with Rio that have resulted in Turquoise Hill paying Rio over $1.4 billion since Rio took control.

As manager of the mine, Rio has been responsible for the construction of the underground mine at Oyu Tolgoi. Rio originally promised Turquoise Hill that the underground mine would reach first sustainable production in Q1 of 2021 with a $5.3 billion budget. Then in July of 2019, Rio shocked Turquoise Hill’s minority shareholders by communicating for the first time that there would be a massive cost overrun and enormous schedule delay. According to a former Rio employee who turned whistleblower named Richard Bowley, the budget overrun and schedule delay were largely caused by Rio’s negligent construction of Shaft 2. The whistleblower further confirmed that Rio was fully aware of the budget overruns and schedule delay a year in advance of the disclosure to the market and intentionally hid those facts from the market and the government of Mongolia. The Financial Times has reported:

“Mr. Bowley, who worked for Rio’s copper business between 2017 and 2019 as head of strategic projects in Mongolia, claims he first alerted senior executives to problems with the project in February 2018. According to Mr. Bowley, he continued to express his concerns to senior executives until he was dismissed in March 2019 after making whistleblowing disclosures. ‘I indicated [delay] to the schedule in the early part of 2018, which would lead to serious risk related to capital required to complete the project. This risk only grew throughout 2018, but was not disclosed to investors,’ he said in the statement. ‘Clear evidence exists through the project reporting, email correspondence and other documents [that] Rio Tinto were fully aware of the delays to the project and the effects these would cause.’” Financial Times, March 23, 2020.

Rio Tinto chose to hide the cost and schedule overruns in the underground project beginning in 2018.

“Mr. Bowley claims he first alerted senior executives to problems at the mine in February 2018. That was followed by a second warning – to an HR executive – in July 2018 that the mine was $300m over budget and a year behind schedule. Yet, in a presentation to US investors on October 2, 2018, the head of Rio’s copper business Arnaud Soirat said the project was ‘on budget and on schedule’”. Financial Times, February 16, 2020.

“In one email, sent just weeks after Mr. Soirat’s October 2018 presentation, Mr. Bowley told his local manager there would be a ‘12-18 month delay in the underground project, with substantial cost implications.’ He also outlined his concerns to board members at Rio.” Financial Times, February 16, 2020.

You may or may not be aware that Mr. Bowley was scheduled to provide live testimony in open Court last month that would have been very embarrassing to Rio, but the day before that Court hearing was scheduled to take place, Rio agreed to an undisclosed settlement with Mr. Bowley presumably to buy his silence. Pentwater certainly hopes that it was Rio’s current management team rather than Rio’s Board making these decisions. Obviously, it was Rio’s management team that decided to destroy sacred aboriginal sites in Australia as well take actions which have resulted in numerous foreign corrupt practices investigations, bribery investigations, as well as financial disclosure investigations around the world by agencies such as the US Securities Exchange Commission and the Serious Fraud Office in the UK. It is Pentwater’s understanding that Rio’s Board finally took the correct action to eliminate Rio’s CEO after these numerous improprieties.

Unfortunately, the elimination of Mr. Jacques occurred one day too late. Literally the day the Board asked for his resignation, Mr. Jacques attempted to force Turquoise Hill to pay for the cost overruns caused by Rio’s own mismanagement of the construction of the underground mine through an equity rights offering instead of accessing cheaper, readily available financing. It is unacceptable that Rio, through a recently announced Memorandum of Understanding (MOU), is preventing TRQ from seeking the financing solutions that are most optimal for TRQ shareholders. Rio is attempting to force Turquoise Hill to conduct an equity raise despite the fact that the current equity price severely undervalues the Company and despite the fact that there are much cheaper and more advantageous financing options available to the Company, such as streaming and bond financing. The fact that Rio has already notified Turquoise Hill that it will oppose any additional debt or hybrid financing options beyond the amount in the MOU, exposes Rio’s oppressive tactic to enrich itself and expand its holdings in Turquoise Hill at bargain basement prices through the backstop.

The complete and utter lack of financial logic in Rio’s current position is so blatantly corrupt that it has forced Rio Tinto’s own hand-picked Board at Turquoise Hill to initiate arbitration against Rio. Turquoise Hill’s Board is convinced that the cost overruns caused by Rio can all be funded by supplemental financing or a stream. Both options would be at reasonable costs and interest rates. Why would you as the Board of Rio not want a company that Rio owns 51% of to finance the construction of the underground mine in the most capital efficient manner?

Pentwater hopes that the answer to this question is that you want efficient financing for Turquoise Hill. Pentwater hopes that it was your lame duck CEO Mr. Jacques who duped Rio into proceeding down this value destructive path. Pentwater hopes that once you understand the facts, you will agree that the only rational path forward is to allow supplemental financing to move forward. Hopefully you understand that all Turquoise Hill’s current financing agreements are written to allow for $1.6 billion of supplemental financing.

Pentwater hopes that you understand that there is near universal belief that Rio has not engaged in appropriate corporate governance with respect to Turquoise Hill. Rio has not allowed any minority representation on Turquoise Hill’s Board. Earlier this year, I ran for a seat on the Turquoise Hill Board. I received 88% of the votes from minority shareholders who voted at the meeting.Of course, Rio Tinto saw to it that minority shareholder voices were silenced by casting its votes against me. I can only assume that it was Mr. Jacques who didn’t want minority shareholders to be able to investigate Rio’s reported misfeasance and malfeasance committed in construction of the underground mine. I assume it was Mr. Jacques who didn’t want minority shareholders to have any oversight into the $1.4 billion that Turquoise Hill has already paid Rio. I assume it was Mr. Jacques who didn’t want minority shareholders to be able to push Turquoise Hill to investigate Rio’s reported lack of candor and disclosure in reporting delays and cost overruns.

The leading corporate governance firm in the United States, Institutional Shareholder Services (ISS) supported minority shareholder representation on the Turquoise Hill Board. On July 15, 2020, the Australian Financial Review, taking notice of ISS’s endorsement of minority shareholder representation, stated as follows:

In its advice to [Turquoise Hill] shareholders, ISS confirmed ‘legitimate concerns around governance, delays, cost overruns and the company’s disclosure regarding the gravity of funding shortfalls.’ It said ‘the board’s history of communication with minority shareholders is of particular concern’ and noted that it ‘has not gone far enough’ in ensuring ‘mitigation of conflicts of interest.’

The same article goes on to say:

Under the capricious Jean-Sébastien Jacques, Rio Tinto’s bad faith conduct is overarching. Its pariah status transcends the company’s individual crises and its organizational silos. It treats its business partners and minority shareholders with the same contempt it shows its host communities – like the grieving PKKP people. It is excoriated by Canberra’s Takeovers Panel, American proxy houses, British fund managers and by Reconciliation Australia alike. These are not inconsequential malcontents. They are a growing chorus, and these are glaring warning signs for Simon Thompson’s board, if it cares to notice. Australian Financial Review, July 15, 2020.

But, of course, it is not “breaking news” that Rio Tinto, under Mr. Jacques and his predecessors have not been models of good corporate governance. Among the many scandals swirling around Jacques was one reported by The Australian Financial Review on July 27, 2020 regarding unethical conduct by Rio’s most senior executives. The paper states:

In December 2017…. British executive coaching firm GFI Blackswan abruptly quit its 12-year role providing leadership development services to Rio Tinto’s senior leadership team ‘because of serious misgivings about unethical behaviour.’ Blackswan’s principal, Dr. Maurice Duffy,laid this out in an eye-popping letter to current chairman Simon Thompson and the entire Rio Tinto board, Jacques and his entire executive committee … on November 26, 2019. In it, Duffy complains that before terminating his consultancy agreement in 2017, he reported ‘multiple, unprofessional [and] unethical behaviors’ by Rio’s most senior executives to the then chairman and members of the board, ‘who took no action’.

Mr. Jacques was CEO in 2017. The same article reported that Duffy’s concerns addressed Rio issues in both Mongolia and Mozambique.

Duffy had reported ‘the potential overstatements that [Blackswan] were informed of in Mongolia and Mozambique, which we first informed [Rio Tinto] of in 2017.’ In October 2017, Albanese and former CFOGuy Elliott were charged by the US Securities and Exchange Commission with fraud ‘for inflating the value of coal assets’ in Mozambique. Duffy even called out ‘the 2019 independent investigations by Baker McKenzie that excluded information known by [Blackswan] about Mongolia since 2017’.

According to the same article, Duffy apparently had reported inappropriate relationships at Rio. To quote, “Duffy had reported ‘the inappropriate relationships.’ One such relationship remains an open secret in Rio Tinto circles.” Pentwater believes that one of these inappropriate relationships created conflicts of interests with Turquoise Hill at the time large contracts were being negotiated between Turquoise Hill and Rio.

Rio’s corporate culture problems extend around the world, from its corporate inner sanctum to Mongolia, to Mozambique and even to Guinea. As the Financial Times on July 28, 2020 reported:

Rio Tinto is in talks with the UK’s Serious Fraud Office about a possible deal under which the Anglo-Australian miner would avoid prosecution on bribery allegations. The group is seeking a deferred prosecution agreement over a payment it made to a consultant working on a contentious iron ore deposit in Guinea, according to people with knowledge of the situation, who said there was no certainty a deal would be reached. Under a DPA, the SFO charges a company with a criminal offence but proceedings are automatically suspended as long as the deal is approved by a judge. For negotiations to begin, the company has to agree a number of terms, including paying a fine and co-operating with future prosecutions of individuals.

How could Mr. Jacques have allowed such a culture of misfeasance and malfeasance infest Rio Tinto? To be fair, the rot began before his reign. The Mozambique scandal and the Guinea bribery scandal involved underlying actions that occurred before his ascendance. However, he has continued the degradation of any semblance of good corporate character, leading to the pièce de resistance of his reign … the blowing up of cultural heritage sites in Australia. The destruction of Western Australia’s Juukan Gorge cultural heritage sites is emblematic of Rio’s actions under Mr. Jacques – a “Rio-first-and-only, whatever the cost” corporate mentality; a high-handed disregard of business and ethical obligations; and a total disrespect of governments and non-governmental partners and co-investors.

You know that your corporation has gone astray when you have to “clean house” yet again. Mr. Jacques’ tenure started with great hopes that Rio Tinto could put past scandals behind it. But we have now come full circle, and Mr. Jacques is leaving under a dark cloud. This is the time for the Board of Directors to put right the things that are indeed wrong. It is illegal and oppressive for Rio to order Turquoise Hill to undergo an equity raise despite the lack of any economic sense. We hope that it was not the Board itself who thought sua sponte that this was a good idea. Unfortunately, the press from last week makes Pentwater question whether it is in fact Rio’s own Board who is responsible for all of these numerous acts of impropriety.

A Financial Times article published Wednesday, November 25, 2020, states that the Government of Mongolia is calling for Oyu Tolgoi LLC to seek “an independent review into delays and huge costs blowouts in the underground expansion” of the Oyu Tolgoi mine. As you know, Rio Tinto does not own the Oyu Tolgoi mine. Rio is simply the operator in charge of underground mine construction. The mine is co-owned by Turquoise Hill and the government of Mongolia. The article suggests that both owners of the mine want an independent investigation but that Rio is opposing this. If accurate, that is truly SHOCKING. Rio is nothing more than the contractor hired to build the mine. Do you really have the audacity to attempt to block the owners of the mine from conducting an independent investigation into you, their hired contractor? If so, it serves as nothing but confirmation that Rio’s management team AND BOARD have a great deal to hide. And your actions would be further confirmation that Rio truly does not understand the concept of corporate governance, if it insists on blocking an independent investigation into itself. How can you possibly explain to the people of Mongolia and TRQ minority shareholders that you want to block an investigation into yourself if you truly have nothing to hide?

We can only hope that Rio’s Board takes this moment to course correct, to provide transparency to the Government of Mongolia and Turquoise Hill, and to enter into a financially appropriate non-equity financing agreements to fund the cost overruns at Oyu Tolgoi necessitated by your own management. However, if Rio’s Board continues with this oppressive behavior toward Turquoise Hill, Pentwater is prepared to go forward with legal action against the proper parties, including, you, the Board of Directors of Rio Tinto. We do not undertake this lightly, but enough is enough. This mine is a jewel. It will be the third largest gold and copper mine in the world. It will produce tens of billions of dollars of free cash flow for decades. Its owners should be treated as business partners, not as puppets or pawns. I sincerely hope to hear from you shortly and am free to discuss these matters at any time convenient for you.

Kindest Regards,

Matthew C. Halbower

CEO

Pentwater Capital Management

cc: Turquoise Hill Resources

View source version on businesswire.com: https://www.businesswire.com/news/home/20201130005269/en/

David Zirin- Chief Operating Officer

Pentwater Capital Management

312-589-6401

KEYWORDS: Florida United States North America

INDUSTRY KEYWORDS: Other Professional Services Professional Services Natural Resources Mining/Minerals

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Posted on November 30, 2020 6:03 am
Sunwing extends massive savings on popular vacation packages with Cyber Monday Sale

TORONTO, Nov. 30, 2020 (GLOBE NEWSWIRE) — Shoppers who may have missed out on Sunwing’s popular Orange Friday Sale are in luck. The tour operator is extending the savings by offering customers incredible deals during their Cyber Monday Sale, giving customers another opportunity to secure their dream getaway at a great price point. Available for one day only – until 11:59 p.m. (ET) tonight, November 30 – Canadians can save up to 50% on vacation packages to the most popular destinations and resorts in the tropics, including Canadian-owned brands.

“Our Orange Friday Sale was so popular that we unveiled even more deals for our Cyber Monday Sale,” said Samantha Taylor, Chief Marketing Officer of Sunwing Travel Group. “Whether Canadians are planning a solo getaway, a romantic retreat or a fun-filled adventure, they can secure their dream getaway at an amazing price and book with peace of mind under our wing.”

Packages during the Cyber Monday Sale start from as low as $975 per person (including taxes, based on double occupancy) for a 7-night stay in a Gardenview Room at Memories Jibacoa in Varadero, departing from Toronto on January 10, 2020. This adults only resort is located on the pristine shores of Jibacoa Beach and is the perfect spot for couples and friends planning a relaxing beach getaway.

Bargain hunters can score a luxury getaway for less at Royalton Punta Cana Resort and Casino in the Dominican Republic. For just $1,085 per person (including taxes, based on double occupancy), travellers can enjoy a 7-night stay in a Luxury Room departing from Toronto on January 10, 2021. Nestled on the world-famous shores of Bavaro Beach, vacationers can look forward to All-In Luxury™ amenities and world-class service, with the high standards they expect from a Canadian brand.

Canadians looking to soak up the sun on the shores of Riviera Maya can head to Riu Yucatan for just $1,285 per person (including taxes, based on double occupancy) for a 7-night stay in a Hotel Room departing from Toronto on January 9, 2021. Guests can spend their days lounging poolside with a margarita in hand or head into downtown Playa Del Carmen just a short walk away. Plus, vacationers can take their budget even further with exclusive RIU-topia inclusions for Sunwing guests.

Vacationers can make their return to travel safely and responsibly with the Safe with Sunwing commitment. Created under the advisement of global healthcare leader Medcan, the program ensures that the highest Canadian standards are in place every step of the way. Plus, travellers can book with peace of mind with the tour operator’s flexible booking options which include the ability to change or cancel their plans anytime with ease and complimentary COVID-19 coverage is included on select packages for departures until December 31, 2021.

About Sunwing

The largest integrated travel company in North America, Sunwing has more flights to the south than any other leisure carrier with convenient direct service from over 33 airports across Canada to more than 45 popular sun destinations across the U.S.A., Caribbean, Mexico and Central America. This scale enables Sunwing to offer customers exclusive deals at top-rated resorts in the most popular vacation destinations as well as cruise packages and seasonal domestic flight service. Sunwing customers benefit from the assistance of the company’s own knowledgeable destination representatives, who greet them upon arrival and support them throughout their vacation journey. The company supports the communities where it operates through the Sunwing Foundation, a charitable initiative focused on the support and development of youth and humanitarian aid.

For more information:

Melanie Anne Filipp
Director, Corporate Communications & Media Relations
Sunwing Travel Group
1-800-387-5602 | [email protected]

https://www.facebook.com/SunwingVacations

https://twitter.com/SunwingVacay
https://www.instagram.com/sunwingvacations
https://www.youtube.com/channel/UCzjZ-lcuaqBQH7Sq0u3ru7A

A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/cb1442e5-1a7b-4b63-88f7-046ecf35ad66

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Celldex Presents Positive First-in-Human Results from Phase 1 Study of Novel Bispecific CDX-622 at the European Academy of Allergy and Clinical Immunology Annual Meeting June 14, 2026 5:18 am

Lilly’s Jaypirca (pirtobrutinib) significantly reduced the risk of disease progression or death by 45% when added to a venetoclax time-limited regimen in people with previously treated CLL/SLL June 14, 2026 3:18 am

Legend Biotech Establishes Clinical Proof-of-Concept for LB2501, a Potential First-in-Class In Vivo CD19/CD20 Dual-Targeting CAR-T, in Relapsed/Refractory B-Cell Non-Hodgkin Lymphoma June 14, 2026 3:18 am

Babcock & Wilcox Deadline: BW Investors Have Opportunity to Lead Babcock & Wilcox Enterprises, Inc. Securities Fraud Lawsuit June 13, 2026 7:35 pm

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Lilly to present initial clinical data for first-in-class type II JAK2 inhibitor in patients with previously treated myelofibrosis at the 2026 EHA Annual Meeting June 13, 2026 11:18 am

Incyte Announces New Positive Data at EHA 2026 Showed INCA033989 Achieved Rapid, Robust and Sustained Clinical and Molecular Responses and Was Well Tolerated in Patients with Myelofibrosis and Essential Thrombocythemia June 13, 2026 11:18 am

PicS N.V. (PICS) Class Action Lawsuit: Investors Face August 4, 2026, Deadline June 13, 2026 10:48 am

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