/NOT FOR RELEASE IN THE UNITED STATES OR DISSEMINATION OF UNITED STATES
NEWS WIRE SERVICES/
ST. ALBERT, AB, Dec. 20, 2013 /CNW/ - Enterprise Group, Inc.
("Enterprise," or the "Company") (TSX:E) is pleased to announce that it
has closed its previously announced overnight marketed public offering
(the "Offering") of subscription receipts of the Company ("Subscription
Receipts") at a price of $0.72 per Subscription Receipt for aggregate
gross proceeds of $15,001,200. The Offering was completed through a
syndicate of underwriters led by Canaccord Genuity Corp. and including
GMP Securities L.P., M Partners Inc. and PI Financial Corp.
Each Subscription Receipt entitles the holder to receive, without
payment of any additional consideration, one common share of the
Company ("Common Share") and one-half of one Common Share purchase
warrant of the Company ("Warrant") upon the Company being in position
to close the Acquisition (defined below). Each whole Warrant will
entitle the holder thereof to purchase one Common Share at a price of
$1.00 for a period of 24 months following closing of the Offering.
In addition, the Company has issued to the Underwriters that number of
non-transferable Common Share purchase warrants ("Broker Warrants")
equal to 6% of the total number of Subscription Receipts issued
pursuant to the Offering. Each Broker Warrant will entitle the holder
thereof to acquire one Common Share at an exercise price of $0.80 per
share for a period of 24 months following closing of the Offering.
As previously announced, Enterprise has entered into an agreement (the
"Acquisition Agreement") to acquire Hart Oilfield Rentals Ltd.
("Hart"), a private oilfield service provider, for a purchase price of
$22.6 million (the "Acquisition"). The purchase price will be satisfied
through a combination of $1.0 million of Common Shares and $21.6
million in cash to be funded through the aggregate net proceeds from
the Offering, the Company's credit facility and cash on hand.
The Acquisition is expected to close January 3, 2014, subject to
customary conditions and all regulatory approvals, including the
approval of the Toronto Stock Exchange.
The aggregate gross proceeds from the Offering have been placed in
escrow, pending the Company being in a position to close the
The Subscription Receipts have not been, nor will they be registered
under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States
absent U.S. registration or an applicable exemption from such
registration requirements. This press release does not constitute an
offer for sale or the solicitation of an offer to buy Subscription
Receipts in the United States or in any jurisdiction in which such
offer, solicitation or sale would be unlawful.
About Enterprise Group, Inc.
Enterprise Group, Inc. is a consolidator of construction services
companies operating in the energy, utility and transportation
infrastructure industries. The Company's focus is primarily
construction services and specialized equipment rental. The Company's
strategy is to acquire complementary service companies in Western
Canada, consolidating capital, management and human resources to
support continued growth. Enterprise became a Western Canadian leader
in flameless heat technology in September 2012 with its acquisition of
Artic Therm International Ltd. and became a technological leader in
underground infrastructure construction by the closing of Calgary
Tunnelling & Horizontal Augering Ltd. In June 2013.
Forward Looking Information
Certain statements contained in this news release constitute
forward-looking information. These statements relate to future events
or the Company's future performance. The use of any of the words
"could", "expect", "believe", "will", "projected", "estimated" and
similar expressions and statements relating to matters that are not
historical facts are intended to identify forward-looking information
and are based on the Company's current belief or assumptions as to the
outcome and timing of such future events. In particular,
forward-looking statements contained in this press release include, but
are not limited to: (i) with respect to the timing and completion of
the Acquisition, the satisfaction or waiver of all applicable
conditions to closing the Acquisition; and (ii) with respect to the
release from escrow of the proceeds from the Offering and the use of
proceeds of the Offering, the satisfaction of the escrow release
conditions. These forward-looking statements are based on assumptions
and are subject to numerous risks and uncertainties, certain of which
are beyond the Company's control, including the impact of general
economic conditions, the satisfaction of the conditions precedent to
the Acquisition, the satisfaction of the escrow release conditions
pursuant to the Offering, amendments to the Company's credit facility
becoming effective, industry conditions, volatility of commodity
prices, competition, stock market volatility and the ability to access
sufficient capital. Actual future results may differ materially. The
Company's annual information form for the year ended December 31, 2012
and other documents filed with securities regulatory authorities
(accessible through the SEDAR website www.sedar.com) describe the risks, material assumptions and other factors that could
influence actual results and which are incorporated herein by
reference. The Company disclaims any intention or obligation to
publicly update or revise any forward-looking information, whether as a
result of new information, future events or otherwise, except as may be
expressly required by applicable securities laws.
SOURCE: Enterprise Group, Inc.
For further information:
Leonard D. Jaroszuk - President & CEO, or
Desmond O'Kell - Senior Vice President