CALGARY, Nov. 29, 2016 /CNW/ - ArPetrol Ltd. ("ArPetrol" or the "Company") provides an update on the wind-up of the affairs of the Company, including the distribution of the remaining net proceeds from the sale of substantially all of its assets (the "Transaction") to a subsidiary of Empresa Nacional Del Petróleo ("ENAP"), which closed on May 19, 2016. The Company also announces its financial and operating results for the period ended September 30, 2016. The Company's interim condensed consolidated financial statements and management's discussion and analysis ("MD&A") for the reporting period have been filed on SEDAR at www.sedar.com.
Update on Wind-up and Distribution
The Company completed an initial distribution on its common shares ("Common Shares") of Cdn$0.40 per Common Share on September 20, 2016. The Common Shares were also delisted from the TSX Venture Exchange ("TSXV") effective as of such date.
Subsequent to September 30, 2016, the Company and ENAP agreed that US$368,555 would be paid to ENAP from the US$2.25 million of proceeds held in escrow (the "Escrowed Funds"). This amount is in connection with certain Transaction costs owed by the Company, net of the final positive working capital adjustment owed to the Company, along with an agreed settlement of claims asserted by ENAP against the Escrowed Funds relating to certain indemnifiable matters and withholding tax. This amount is included in the liquidation accruals at September 30, 2016. As a result of the settlement of such claims and payment to ENAP out of the Escrowed Funds, the Company has lowered its expectation of the total distributions to be made to the holders of Common Shares ("Shareholders") to Cdn$0.58 per Common Share from Cdn$0.59 per Common Share (of which Cdn$0.40 has already been distributed).
In line with the Company's prior announced plans, the Board of Directors has declared a second distribution to Shareholders in the aggregate amount of Cdn $3,598,475 or Cdn $0.16 per Common Share (the "Distribution Payment"), in advance of the liquidation and ultimate dissolution of ArPetrol. The Record Date to determine Shareholders entitled to the Distribution Payment will be December 14, 2016, with a payment date of December 19, 2016.
The Company has applied to the Canadian Revenue Agency ("CRA") for a tax clearance certificate in connection with the dissolution of the Company and before the final distribution is made to Shareholders. The timing for receipt of the CRA clearance certificate and the final distribution are unknown.
Further details regarding the amount and timing of the final distribution to Shareholders will be provided in due course. Such amount will be dependent on any negative changes to the foreign exchange rate and any tax or other liabilities or costs that may arise during the remainder of the winding up and dissolution process which are not currently foreseen by the Company or its advisors.
Summary of the Third Quarter 2016 and Outlook
As a result of the closed Transaction and the Company's plan to liquidate and dissolve the Company, the Company has adopted the liquidation basis of accounting effective April 1, 2016.
As at September 30, 2016, the Company had net assets in liquidation of Cdn$4.1 million. This represents the Company's estimate as of such date of the total assets to be distributed to Shareholders upon completion of the liquidation and dissolution of the Company. As noted above, the actual distributions to the Shareholders may be lower than those estimated as of September 30, 2016 in the event of a negative change to the foreign exchange rate or any unforeseen tax or other liabilities or costs arising during the remainder of the winding up and dissolution process.
About ArPetrol Ltd.
ArPetrol is a Calgary-based company that has completed a sale of substantially all of its assets and no longer has active business operations. The Company delisted its Common Shares from the TSXV effective September 20, 2016.
Certain information provided in this press release constitutes forward-looking statements and information within the meaning of applicable securities laws. Specifically, and without limitation, this press release contains forward-looking statements and information relating to the CRA clearance certificate process, and the expected timing and amount of distributions to Shareholders. Forward‐looking information typically contains statements with words such as "anticipate", "believe", "forecast", expect", "plan", "intend", "estimate", "propose", "project", or similar words suggesting future outcomes. The Company cautions readers and prospective investors in the Company's securities not to place undue reliance on forward‐looking information as, by its nature, it is based on current expectations regarding future events that involve a number of assumptions, inherent risks and uncertainties, which could cause actual results to differ materially from those anticipated by the Company. In particular, liabilities, costs or obligations (including potential tax obligations) may arise, currency exchange rates may change or other events may transpire in the future not currently foreseen by the Company that may result in distributions to Shareholders that are lower than those discussed herein or occur at different times than those discussed herein. Shareholders and potential investors are heavily cautioned against relying on the anticipated timelines or estimated amounts of distributions provided in this press release.
In respect of the forward-looking statements and information set out in this press release, the Company has provided such in reliance on certain assumptions that it believes are reasonable at this time, including assumptions as to the stability of currency exchange rates, the number of Common Shares outstanding at the time of the distributions to Shareholders, the estimated amount of the transaction and dissolution costs and the liabilities and obligations of the Company, the estimated amount of net proceeds remaining for distribution to Shareholders and the process for obtaining the CRA clearance certificate.
There are a number of risk factors associated with the completion of the liquidation and dissolution of the Company and the amount and timing of distributions to be made to Shareholders that could cause actual results to differ materially from those anticipated by the Company, including but not limited to, uncertainties regarding the actual transaction and dissolution costs and obligations and liabilities (including potential tax obligations) of the Company, changes in currency exchange rates and uncertainty regarding the ability to recover costs related to the ASSUPA lawsuit. Readers should also refer to "Forward Looking Statements" and "Meeting Matters – Approval of the Asset Sale Transaction - Risk Factors Associated with the Asset Sale Transaction" in the Company's Information Circular dated April 4, 2016 filed on SEDAR at www.sedar.com for a further discussion of the risks associated with the distributions to be made to Shareholders.
The forward-looking information included herein is expressly qualified in its entirety by this cautionary statement. The forward‐looking information included herein is made as of the date hereof and the Company assumes no obligation to update or revise any forward‐looking information to reflect new events or circumstances, except as required by law.
Additional information relating to the Company is also available on SEDAR at www.sedar.com.
SOURCE ArPetrol Ltd.
For further information: please contact: Jason James, Interim CEO, [email protected], Main Phone: 403-263-6738