CALGARY, March 20, 2015 /CNW/ - Connacher Oil and Gas Limited (CLL – TSX; "Connacher" or the "Company") is providing clarification in connection with its previously announced planned recapitalization transaction (the "Recapitalization"), details of which are set forth in the management information circular dated February 20, 2015 ("Information Circular") which is available on the Company's website at www.connacheroil.com and on SEDAR under the Company's profile at www.sedar.com.
Upon completion of the Recapitalization, all holders ("Noteholders") of Connacher's 8 ½% senior secured notes due August 1, 2019 (the "2019 Notes") and Connacher's 8 ¾% senior secured notes due August 1, 2018 (the "2018 Notes" and collectively with the 2019 Notes, the "Notes") will receive common shares of Connacher on a post-consolidated basis ("New Common Shares"). Pursuant to the Plan of Arrangement, all Noteholders will receive New Common Shares on the basis of: (i) 26.7603 New Common Shares for each CDN$1,000 of principal amount of 2018 Notes; and (ii) 33.4129 New Common Shares for each U.S.$1,000 of principal amount of 2019 Notes, in full settlement of their Notes and the Note Indenture.
Noteholders who do nothing and continue to hold Notes on the implementation date of the Recapitalization will receive New Common Shares based upon the conversion ratios specified above.
Alternatively, some Noteholders may wish to voluntarily elect to convert their Notes into the same number of New Common Shares effective only upon completion of the Recapitalization. Exercising a voluntary conversion right will result in the Noteholder receiving the same number of New Common Shares (subject to rounding for fractional shares) that it would receive under the mandatory exchange. There may be different tax consequences for Noteholders who exercise the voluntary conversion right depending on each Noteholder's unique circumstances. Noteholders should review the section entitled "Income Tax Considerations" in the Information Circular and consult their own tax advisors having regard to their own particular circumstances prior to taking any action to voluntarily convert any of their Notes.
To exercise the voluntary conversion right, Noteholders must hold physical certificates (i.e. they must be a registered holder of the Notes). TO FACILITATE THE ISSUANCE OF PHYSICAL CERTIFICATES REPRESENTING NOTES, THE DEADLINE FOR WITHDRAWAL FROM THE DEPOSITORY TRUST & CLEARING CORPORATION ("DTC") AND CDS CLEARING AND DEPOSITORY SERVICES INC. ("CDS") HAS BEEN EXTENDED TO APRIL 6, 2015.
For beneficial Noteholders holding the 2018 Notes to receive a certificated Note:
- The beneficial Noteholder should instruct its broker or other intermediary to issue a withdrawal request from CDS and follow the procedures established by CDS to receive a physical certificate.
- Provided all required information for the issuance of a certificated Note is provided to CDS, the beneficial Noteholder will not be required to complete a Notice of Withdrawal.
For beneficial Noteholders holding the 2019 Notes to receive a certificated Note:
- The beneficial Noteholder must complete a Notice of Withdrawal and send the originally executed and signature guaranteed Notice of Withdrawal to The Bank of New York Mellon, as Trustee for the 2019 Notes at: 101 Barclay Street, 4 East, New York, NY 10286 Attention: Global Finance Unit.
- Thereafter instruct their broker or other intermediary to issue to DTC a one-sided DWAC withdrawal at custodian using DTC's DWAC processing function to receive a physical certificate.
The form of Notice of Withdrawal can be obtained for those Noteholders wishing to voluntarily convert their Notes by calling Laurel Hill Advisory Group at 1-877-452-7184.
In addition, reference is made to the Company's press release dated March 16, 2015. In connection therewith, the indenture governing the US$35 million aggregate principal amount of new 12% convertible second lien secured notes (the "New Convertible Notes") is available from the Company's website at www.connacheroil.com.
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. 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 and the procedures required to participate in the New Convertible Notes Offering. 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