/NOT FOR DISTRIBUTION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH
THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW./
This News Release shall not constitute an offer of the Common Shares or
Subscription Receipts in the United States. The Common Shares and the Subscription Receipts may not be offered or
sold in the United States absent registration under the U.S. Securities
Act of 1933, as amended, or an exemption from such registration.
Whitecap has not registered and will not register the common shares
under the U.S. Securities Act of 1933, as amended. Whitecap does not
intend to engage in a public offering of common shares in the United
States. This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the
securities in any state in which such offer, solicitation or sale would
CALGARY, Sept. 11, 2014 /CNW/ - Whitecap Resources Inc. ("Whitecap" or
the "Company") (TSX: WCP) is pleased to announce that it has completed
its previously announced bought deal financing (the "Offering").
Whitecap, through a syndicate of underwriters led by National Bank
Financial Inc. and including GMP Securities L.P., TD Securities Inc.,
CIBC World Markets, RBC Capital Markets, Scotia Capital Inc.,
FirstEnergy Capital Corp., Macquarie Capital Markets Canada Ltd.,
Peters & Co. Limited, BMO Capital Markets, Cormark Securities Inc., and
Dundee Securities Ltd. (collectively, the "Underwriters"), issued a
total of 7,553,000 subscription receipts of Whitecap ("Subscription
Receipts") at a price of $16.55 per Subscription Receipt for gross
proceeds of approximately $125 million.
Each Subscription Receipt represents the right to acquire, without
payment of additional consideration or further action on the part of
the holder, one common share of Whitecap (a "Common Share") upon
closing of the previously announced acquisitions to consolidate a
controlling interest in a conventional Nisku light sweet oil pool at
Elnora, Alberta and certain oil and gas assets in the Killam area of
Alberta (the "Acquisitions"). The Acquisitions are expected to be
completed on or about October 1, 2014 and are subject to customary
industry closing conditions.
The gross proceeds from the sale of the Subscription Receipts have been
placed in escrow pending closing of the Acquisitions. If the
Acquisitions are closed on or before 5:00 p.m. (Calgary time) on
October 31, 2014 or such later date within 15 days as National Bank
Financial Inc. on behalf of the Underwriters may elect, the escrowed
funds (less the balance of the Underwriters' commission) will be
released to Whitecap. Whitecap will use such funds towards the purchase
prices for the Acquisitions. In addition, holders of Subscription
Receipts become entitled to receive an amount per Subscription Receipt
equal to the amount per Common Share of any cash dividends for which
record dates have occurred during the period from the date hereof to
the date immediately preceding the date the underlying Common Shares
are issued pursuant to the Subscription Receipts. If holders of
Subscription Receipts become entitled to receive Common Shares, the
escrow agent and Whitecap will pay this dividend equivalent payment, if
any, to holders on the later of the date that the Common Shares are
issued pursuant to the Subscription Receipts and the date such dividend
is paid to holders of Common Shares.
If the Acquisitions are not completed by October 31, 2014 and National
Bank Financial Inc., on behalf of the Underwriters, has not elected to
extend such date, if any agreement governing any of the Acquisitions is
terminated in accordance with its terms at any earlier time, or if
Whitecap has advised the Underwriters or announced to the public that
it does not intend to proceed with the Acquisitions, or any one of
them, holders of Subscription Receipts shall receive the full
subscription price attributable to the Subscription Receipts together
with any interest that was earned thereon during the term of escrow.
It is anticipated that the Subscription Receipts will be listed and
posted for trading on the Toronto Stock Exchange under the symbol WCP.O
at the open of markets today.
Note Regarding Forward Looking Statements and Other Advisories
This press release contains forward‐looking statements and
forward‐looking information (collectively "forward‐looking information") within the meaning of applicable securities laws with respect to the
Acquisitions, including the closing of the Acquisitions; the listing of
the Subscription Receipts; the use of proceeds of the Offering, and the
entitlement and payment of a dividend equivalent payment. Readers are
cautioned that the foregoing list of factors should not be construed as
exhaustive. Forward‐looking information typically uses words such as
"anticipate", "believe", "project", "expect", "goal", "plan", "intend"
or similar words suggesting future outcomes, statements that actions,
events or conditions "may", "would", "could" or "will" be taken or
occur in the future. The forward‐looking information is based on
certain key expectations and assumptions made by Whitecap's management.
Although Whitecap believes that the expectations represented in such
forward‐looking statements are reasonable, there can be no assurance
that such expectations will prove to be correct. The Company's actual
results, performance or achievement could differ materially from those
expressed in, or implied by, the forward‐looking information and,
accordingly, no assurance can be given that any of the events
anticipated by the forward‐looking information will transpire or occur,
or if any of them do so, what benefits that the Company will derive
Readers are cautioned that the foregoing list is not exhaustive.
Additional information on these and other factors that could affect our
operations or financial results are included in reports on file with
applicable securities regulatory authorities and may be accessed
through the SEDAR website (www.sedar.com). These forward‐looking statements are made as of the date of this
press release and Whitecap disclaims any intent or obligation to update
publicly any forward‐looking information, whether as a result of new
information, future events or results or otherwise, other than as
required by applicable securities laws.
SOURCE: Whitecap Resources Inc.
For further information:
Grant Fagerheim, President & CEO
Thanh Kang, VP Finance and CFO
Whitecap Resources Inc.
500, 222 - 3 Avenue SW
Calgary, AB, T2P 0B4
Main Phone (403) 266-0767
Fax (403) 266-6975