/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION 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 to sell or the
solicitation of an offer to buy any securities nor shall there be any
sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful. Neither the Common Shares nor
the Subscription Receipts have been and they will not be registered
under the United States Securities Act of 1933, as amended, and may not
be offered or sold in the United States except in transactions exempt
from such registration.
CALGARY, July 18, 2013 /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 co-led by GMP Securities
L.P. ("GMP") and National Bank Financial Inc. and including Dundee
Securities Ltd., FirstEnergy Capital Corp., Macquarie Capital Markets
Canada Ltd., TD Securities Inc., CIBC World Markets Inc., Raymond James
Ltd., Scotia Capital Inc., Peters & Co. Limited and RBC Capital Markets
(collectively, the "Underwriters") issued a total of 17,172,000
subscription receipts ("Subscription Receipts") at a price of $9.90 per
Subscription Receipt for gross proceeds of approximately $170 million.
Each Subscription Receipt represents the right to acquire, without
payment of additional consideration or further action, one common share
of Whitecap (a "Common Share") upon closing of the previously announced
acquisition of assets in the Valhalla and Garrington areas of Alberta
(the "Acquisition"). The Acquisition is expected to be completed on or
about August 1, 2013 and is subject to customary industry closing
conditions as well as the concurrent sale of all of the vendor's
Canadian oil and gas business to two other purchasers.
The gross proceeds from the sale of the Subscription Receipts have been
placed in escrow pending closing of the Acquisition. If the Acquisition
closes on or before 5:00 p.m. (Calgary time) on August 30, 2013 or such
later date within 15 days as GMP in its sole discretion may elect, the
escrowed funds (less the balance of the Underwriters' commission) and
the interest earned thereon will be released to Whitecap. Whitecap will
use such funds towards the purchase price for the Acquisition. 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. All or a portion of this dividend equivalent payment will be
satisfied first by the interest earned to Whitecap on the escrowed
funds with the balance, if any, by funds supplied by Whitecap. 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 the Common Shares
are issued pursuant to the Subscription Receipts and the date such
dividend is paid to holders of Common Shares.
If the Acquisition is not completed by August 30, 2013 and GMP has not
elected to extend such date, if the agreement governing the Acquisition
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 Acquisition, 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.R
at the open of markets today.
Flood Relief Efforts
In addition, Whitecap and its syndicate of Underwriters are proud to
announce that they are donating $450,000 to assist with flood relief
efforts in southern Alberta through the Southern Alberta Emergency
Relief Fund. The donation will go to support organizations which are
actively engaged in immediate relief work in impacted communities and
helping to rebuild southern Alberta following the devastating floods in
June of 2013. Contributions will be sent to Place2Give.com and directed
to a fund designated specifically to support local organizations
focused on flooded areas and their relief requirements.
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
Acquisition, including the closing of the Acquisition; 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, including expectations and
assumptions concerning the receipt of all necessary approvals for
completion of the Acquisition and the completion of the Acquisition on
the timing planned.
Although Whitecap believes that the expectations and assumptions on
which such forward‐looking information are based are reasonable, undue
reliance should not be placed on the forward looking information
because Whitecap can give no assurance that they will prove to be
correct. Since forward looking information addresses future events and
conditions, by its very nature they involve inherent risks and
uncertainties. Actual results could differ materially from those
currently anticipated due to a number of factors and risks. These
include, but are not limited to, failure to obtain the necessary
regulatory and other approvals and on the timelines planned; and risks
that the conditions to closing of the Acquisition are not satisfied.
Management has included the above summary of assumptions and risks
related to forward‐looking information provided in this press release
in order to provide securityholders with a more complete perspective on
Whitecap's future operations and such information may not be
appropriate for other purposes.
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