CALGARY, March 4, 2015 /CNW/ - Connacher Oil and Gas Limited (CLL – TSX; "Connacher" or the "Company") is pleased to announce that it has filed its meeting materials on SEDAR, including a management information circular of Connacher dated February 20, 2015 (the "Circular") and mailed its meeting materials to registered shareholders, in connection with its previously announced proposed recapitalization transaction (the "Recapitalization"), aimed at significantly reducing the Company's debt and annual interest expense, and providing liquidity to fund ongoing operations.
On February 19, 2015, Connacher obtained an interim order of the Court of Queen's Bench of Alberta with respect to the Recapitalization that, among other things, authorizes the Company to convene meetings of the shareholders and noteholders to consider and approve the Recapitalization and other matters. The meetings will be held on March 30, 2015 in the Second Level (Plus 15) Conference Room in the Centrium Place building at 332 - 6th Avenue S.W., Calgary, Alberta.
Time and Date
March 30, 2015 at 8:30 a.m. (Calgary time)
March 30, 2015 at 10:00 a.m. (Calgary time)
The Recapitalization will be implemented in part by way of a Plan of Arrangement pursuant to Section 192 of the Canada Business Corporations Act. Noteholders will be asked to approve the Plan of Arrangement at the noteholders' meeting. Shareholders will be asked to approve the Continuance Resolution, the Plan of Arrangement and other annual meeting matters at the shareholders' meeting.
The Circular contains, among other things, details concerning the Recapitalization, the reasons for and benefits of the Recapitalization, the requirements for the transaction to become effective, voting at the Meetings and other related matters. Shareholders and noteholders are urged to carefully review the Circular and accompanying materials as they contain important information regarding the Recapitalization and its consequences to shareholders and noteholders.
The Recapitalization will be completed upon satisfaction or waiver of all of the conditions to the transaction. Assuming that all of the conditions to the transaction are satisfied, Connacher expects the Recapitalization to become effective in April 2015. At that time, Connacher will publicly announce that the conditions are satisfied or waived and that the Recapitalization has been implemented.
Management of Connacher and Connacher's Board of Directors believe that it is extremely important that the Recapitalization be approved and implemented and urge shareholders and noteholders to give serious attention to the Recapitalization and to support it in person or by proxy at the appropriate meeting to be held on March 30, 2015. The current proposal is integral to the objectives of normalizing Connacher's capital structure, enhancing liquidity, and positioning Connacher for future growth and profitability, objectives to which management of Connacher and its Board of Directors are committed and recommend that shareholders and noteholders support.
As a result of the Recapitalization Connacher will:
- reduce its total debt by approximately C$1 billion from C$1.2 billion;
- reduce its annual interest payments by approximately C$80 million per year;
- be relieved from the obligation to pay cash interest in respect of the Notes as accrued and unpaid interest will be settled and extinguished for no consideration;
- increase liquidity through an offering of US$35 million aggregate principal amount of New Convertible Notes;
- have an option to replace its existing revolving credit facility with the New First Lien Facility;
- Connacher's existing first lien term loan with certain institutional investors will be unaffected by the Recapitalization; and
- Connacher's current shareholders will retain approximately 2% of the equity of the Company after giving effect to the Recapitalization, and prior to the conversion of any New Convertible Notes.
Copies of the meeting materials and certain related documents are available on SEDAR at www.sedar.com and on the Company's website.
If you have any questions or require assistance with voting, please contact Laurel Hill Advisory Group by email at [email protected] or by telephone at 1-877-452-7184 (1-416-304-0211 collect).
Connacher is a Calgary based in situ oil sands developer, producer and marketer of bitumen. The Company holds a 100 per cent interest in approximately 440 million barrels of proved and probable bitumen reserves and operates two steam assisted gravity drainage facilities located on the Company's Great Divide oil sands leases near Fort McMurray, Alberta.
Certain information regarding the Company contained herein constitutes forward-looking information and forward-looking statements (collectively, "forward-looking statements") under the meaning of applicable securities laws. Forward-looking statements include estimates, plans, expectations, opinions, forecasts, projections, guidance, or other statements that are not statements of fact, including statements regarding the proposed Recapitalization, the timing of the proposed shareholders' and noteholders' meetings and the timing of the Recapitalization becoming effective. Although Connacher believes that the assumptions underlying, and expectations reflected in, such forward-looking statements are reasonable, it can give no assurance that such assumptions and expectations will prove to have been correct. There are many factors that could cause forward-looking statements not to be correct, including, but not limited to, risks and uncertainties inherent in the Company's business and risks and uncertainties associated with securing the necessary approvals to implement the Recapitalization.
The forward-looking statements contained herein are made as of the date of this news release solely for the purpose of generally disclosing the status of Connacher's Recapitalization transaction. Connacher may, as considered necessary in the circumstances, update or revise the forward-looking statements, whether as a result of new information, future events, or otherwise, but Connacher does not undertake to update this information at any particular time, except as required by law. Connacher cautions readers that the forward-looking statements may not be appropriate for purposes other than their intended purposes and that undue reliance should not be placed on any forward-looking statement. The Company's forward-looking statements are expressly qualified in their entirety by this cautionary statement.
SOURCE Connacher Oil and Gas Limited
For further information: Chris Bloomer, Chief Executive Officer; Greg Pollard, Chief Financial Officer; Connacher Oil and Gas Limited, Phone: (403) 538-6201, Fax: (403) 538-6225, Suite 900, 332 - 6th Avenue SW, Calgary, Alberta T2P 0B2, [email protected], www.connacheroil.com