/NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA/
CALGARY, Dec. 18 /CNW/ - Cathedral Energy Services Income Trust (the "Trust"; TSX: CET.UN) is pleased to announce the completion of the conversion of the Trust to a growth-oriented corporation (the "Conversion") pursuant to a plan of arrangement (the "Arrangement") under Section 193 of the Business Corporations Act (Alberta) involving among others, the Trust and SemBioSys Genetics Inc. ("SemBioSys" - TSX: SBS).
Effective upon the closing of the Conversion, Cathedral Energy Services Ltd. ("Cathedral") will operate the existing businesses of the Trust and its subsidiaries and the existing trustees and management of the Trust will continue to act as the board and management of Cathedral with one additional director from the board of SemBioSys. As a consequence of the Conversion, Cathedral will not be acquiring any business carried on by SemBioSys. The former business of SemBioSys will be carried on by a new entity, named SemBioSys Genetics Inc. ("New SemBioSys") which will be owned by the former shareholders of SemBioSys.
The Conversion was approved at a special meeting of the Trust's unitholders and a special meeting of securityholders of SemBioSys, each held on December 18, 2009, with 99.92% of the votes cast by unitholders and 99.97% of the votes cast by securityholders of SemBioSys being in favour of the Arrangement. On December 18, 2009, the Alberta Court of Queen's Bench granted the final order required in connection with the Arrangement. In addition, at the Trust's special meeting, unitholders approved the adoption of a stock option plan for Cathedral.
Pursuant to the Arrangement, the Trust's unitholders will receive one common share ("Common Shares") of Cathedral for each Trust unit held. Trading of the Cathedral Common Shares on the Toronto Stock Exchange is expected to commence within 2-3 days of closing under the symbol "CET".
This news release contains certain forward-looking statements and forward-looking information (collectively referred to herein as "forward-looking statements") within the meaning of applicable Canadian securities laws. All statements other than statements of present or historical fact are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "anticipate", "believe", "plan", "intend", "objective", "continuous", "ongoing", "estimate", "expect", "may", "will", "project", "should" or similar words suggesting future outcomes. In particular, this news release contains forward-looking statements relating to: the Arrangement and the expected benefits thereof; future financial position; results of operations; dividends; tax pools and the availability of such tax pools; taxes; plans and objectives; access to capital; liquidity and trading volumes; projected costs; business strategy and anticipated benefits of the Arrangement; capital expenditures; financial results; future cash flows; value and debt levels; future tax basis and the treatment of the Trust and the Trust Unitholders under tax laws. The Trust believes the expectations reflected in such forward-looking statements are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking statements should not be unduly relied upon.
Various assumptions are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking statements. Those assumptions and factors are based on information currently available to the Trust, including information obtained from third party industry analysts and other third party sources. In some instances, material assumptions and factors are presented elsewhere in this news release in connection with the forward-looking statements. You are cautioned that the following list of material factors and assumptions is not exhaustive. Specific material factors and assumptions include, but are not limited to:
- the performance of the Trust's businesses, including current business
and economic trends;
- the ability of the Trust to obtain products, raw materials,
equipment, services and supplies in a timely manner to carry out its
- the ability of the Trust to market its products and services
successfully to existing and new customers;
- the ability of the Trust to obtain financing on acceptable terms;
- currency, exchange and interest rates;
- the completion of the Arrangement and utilization of the tax basis by
- the passage of certain Canadian federal legislation respecting SIFTs;
- the timely receipt of required regulatory approvals; and
- a stable competitive environment.
Forward-looking statements are not a guarantee of future performance and involve a number of risks and uncertainties some of which are described herein. Such forward-looking statements necessarily involve known and unknown risks and uncertainties, which may cause the Trust's actual performance and financial results in future periods to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. These risks and uncertainties include but not limited to: inability to obtain required consents, permits or approvals, the uncertainties associated with the availability and amount of the tax pools, third party credit risk relating to obligations of SemBioSys and the other risks identified in this news release and in the Trust's AIF under the heading "Risk Factors". Any forward-looking statements are made as of the date hereof and, except as required by law, the Trust assumes no obligation to publicly update or revise such statements to reflect new information, subsequent or otherwise.
All forward-looking statements contained in this document are expressly qualified by this cautionary statement. Further information about the factors affecting forward-looking statements is available in the Trust's current Annual Information Form and Annual Report which have been filed with Canadian provincial securities commissions and are available on www.sedar.com.
SOURCE Cathedral Energy Services Ltd.
For further information: For further information: Mark L. Bentsen, President and Chief Executive Officer or P. Scott MacFarlane, Chief Financial Officer, Cathedral Energy Services Ltd., 1700, 715 - 5th Avenue S.W., Calgary, Alberta, T2P 2X6, Telephone: (403) 265-2560, Fax: (403) 262-4682, www.cathedralenergyservices.com