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CALGARY, July 19, 2013 /CNW/ - Insignia Energy Ltd. ("Insignia" or the "Company") (TSX: ISN) is pleased to announce that it has completed its
previously announced plan of arrangement (the "Arrangement"). Pursuant to the Arrangement, ISN Acquisition Corp. ("AcquisitionCo"), a wholly-owned subsidiary of Brookfield Capital Partners Ltd. ("Brookfield"), acquired all of the issued and outstanding common shares of
Insignia, other than those owned or controlled by the executive
officers and a director of Insignia (the "Management Shareholders") and Brookfield and its affiliates, in exchange for CDN $1.35 for each
common share of Insignia.
It is anticipated that the Company's common shares will be delisted from
trading on the Toronto Stock Exchange within three to four business
days following completion of the Arrangement. Following the delisting,
the Company and ISN Acquisition Corp. plan to amalgamate to form a new
private company under the name "Insignia Energy Ltd.".
Pursuant to the Arrangement, Brookfield, through AcquisitionCo, acquired
an additional 18,872,971 common shares of Insignia. On completion of
the transactions in connection with the Arrangement, Brookfield and its
affiliates beneficially own, directly and indirectly, 95.9% of the
common shares of Insignia and the Management Shareholders beneficially
own, directly and indirectly, 4.1% of the common shares of Insignia. A
copy of the early warning report will be filed on SEDAR at
www.SEDAR.com with respect to the acquisition of common shares of
Insignia pursuant to the Arrangement by Brookfield and its affiliates
and will be available from the offices of the Company at: Suite 2300,
500 - 4th Avenue S.W., Calgary, Alberta T2P 2V6.
Letters of Transmittal have been forwarded to shareholders of Insignia
to be utilized in order to exchange their common shares of Insignia for
the cash consideration payable pursuant to the Arrangement. Additional
copies may be obtained by contacting Insignia or Valiant Trust Company
at 310,606 - 4th Street SW, Calgary, Alberta T2P 1T1.
Certain information contained in this press release constitutes
forward-looking information or statements including, without
limitation, the expected timing of delisting of the Company's common
shares. By their very nature, forward-looking information and
statements involve inherent risks and uncertainties, both general and
specific, and risks that predictions, forecasts, projections and other
forward-looking information and statements will not be achieved. We
caution readers not to place undue reliance on these statements as a
number of important factors could cause the actual results to vary
materially from the forward-looking information or statements.
Insignia does not assume responsibility for the accuracy and
completeness of the forward-looking information or statements and such
information and statements should not be taken as guarantees of future
outcomes. Subject to applicable securities laws, Insignia does not
undertake any obligation to revise these forward-looking information or
statements to reflect subsequent events or circumstances. Furthermore,
the forward-looking information contained in this press release is made
as of the date of this document and Insignia does not undertake any
obligation to update publicly or to revise any of the included
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by applicable law. The
forward-looking information and statements contained in this press
release are expressly qualified by this cautionary statement.
SOURCE: Insignia Energy Ltd.
For further information:
President & CEO