CONNACHER OIL & GAS LIMITED
NEW YORK, May 21, 2015 /CNW/ -
1. Name and address of the offeror:
Morgan Stanley & Co. LLC
New York, NY 10036
2. Designation and number or principal amount of securities and the offeror's securityholding percentage in the class of securities of which the offeror acquired ownership or control in the transaction or occurrence giving rise to the obligation to file the news release, and whether it was ownership or control that was acquired in those circumstances:
On May 8, 2015, Connacher Oil & Gas Limited ("Connacher") completed a plan of arrangement under Section 192 of the Canada Business Corporations Act (the "Plan of Arrangement"). Prior to the completion of the Plan of Arrangement, Morgan Stanley & Co. LLC (the "Offeror") held:
- Cdn. $23,250,000 principal amount of 8¾% senior secured notes of Connacher due August 1, 2018 (the "2018 Notes"); and
- U.S. $22,079,000 principal amount of 8½% Senior Secured Notes due August 1, 2019 (the "2019 Notes").
Pursuant to the Plan of Arrangement, the common shares previously outstanding were consolidated on the basis of one new common share (a "New Common Share") for every 800 existing common shares.
In addition, pursuant to the Plan of Arrangement, all of the issued and outstanding 2018 Notes and 2019 Notes were converted into an aggregate of 27,743,197 New Common Shares, and the Offeror obtained an aggregate of 1,359,900 New Common Shares in respect of the 2018 Notes and the 2019 Notes previously held by the Offeror.
On May 8, 2015, the Offeror purchased and acquired ownership of U.S. $1,715,550 principal amount of 12% second lien convertible notes of Connacher due August 31, 2018 (the "New Convertible Notes"). Each U.S. $1,000 principal amount of New Convertible Notes is convertible, at the election of the holder and in certain other circumstances, but subject to certain restrictions, into 1,886.8 New Common Shares. As a result, pursuant to its purchase of New Convertible Notes, the Offeror obtained the right to acquire ownership of approximately 3,236,899 additional New Common Shares.
3. Designation and number or principal amount of securities and the Offeror's security holding percentage in the class of securities immediately after the transaction or occurrence giving rise to the obligation to file the news release:
Connacher has disclosed that immediately following the completion of the Plan of Arrangement there would be 28,309,315 New Common Shares issued and outstanding.
Immediately following the implementation of the Plan of Arrangement and its purchase of the New Convertible Notes on May 8, 2015, the Offeror:
- held a total of 1,359,900 issued and outstanding New Common Shares; and
- was deemed to beneficially own 3,236,899 New Common Shares issuable upon conversion of the New Convertible Notes;
representing a total of 4,596,799 New Common Shares, or 14.6% of the 31,546,214 New Common Shares that would be issued and outstanding on a partially diluted basis assuming the conversion of the New Convertible Notes held by the Offeror into New Common Shares but not giving effect to the conversion of New Convertible Notes by any other holder or the exercise of any other rights or obligations to acquire New Common Shares.
4. The designation and number or principal amount of securities and the percentage of outstanding securities of the class of securities referred to in paragraph #3 over which:
(a) the Offeror, either alone or together with any joint actors, has ownership and control:
As described in paragraph #3 above.
(b) the Offeror, either alone or together with any joint actors, has ownership but control is held by other persons or companies other than the offeror or any joint actor:
(c) the Offeror, either alone or together with any joint actors, has exclusive or shared control but does not have ownership:
5. Name of the market where the transaction or occurrence that gave rise to the news release took place:
The New Convertible Notes were acquired pursuant to an offering by Connacher of an aggregate of US$35 million principal amount of New Convertible Notes pursuant to the Plan of Arrangement. The New Common Shares were acquired by the Offeror pursuant to the Plan of Arrangement.
6. Value, in Canadian dollars, of any consideration offered per security if the offeror acquired ownership of a security in the transaction or occurrence giving rise to the obligation to file a news release
The Offeror acquired the New Convertible Notes for a purchase price of U.S. $1,715,550, which was equivalent to Cdn. $2,073,757 based on the noon exchange rate of the Bank of Canada on May 8, 2015 of U.S. $1.00 = Cdn. $1.2088. The New Common Shares were acquired pursuant to the Plan of Arrangement without payment of any consideration by the Offeror.
7. Purpose of the Offeror and any joint actors in effecting the transaction or occurrence that gave rise to the news release, including any future intention to acquire ownership of, or control over, additional securities of the reporting issuer:
The acquisitions by the Offeror were made in the ordinary course of its market facilitation and trading activities. The Offeror has no current plan or proposal which relates to, or would result in acquiring additional ownership or control over the securities of Connacher. The Offeror may or may not purchase or sell securities of Connacher in the future on the open market or in private transactions, depending on market conditions and other factors material to the Offeror's market facilitation and trading activities
8. The general nature and the material terms of any agreement, other than lending arrangements, with respect to securities of the reporting issuer entered into by the Offeror, or any joint actor, and the issuer of the securities or any other entity in connection with the transaction or occurrence giving rise to the news release, including agreements with respect to the acquisition, holding, disposition or voting of any of the securities:
The indenture governing the New Convertible Notes and Connacher's By-Law No. 1 are available under Connacher's profile on SEDAR found at www.sedar.com.
9. Names of any joint actors in connection with the disclosure in this news release and report of acquisition:
10. In the case of a transaction or occurrence that did not take place on a stock exchange or other market that represents a published market for the securities, including an issuance from treasury, the nature and value, in Canadian dollars, of the consideration paid by the offeror:
See Item 6 above.
11. If applicable, a description of any change in any material fact set out in a previous report filed in connection with the subject securities:
12. If applicable, a description of the exemption from securities legislation being relied on by the offeror and the facts supporting that reliance:
SOURCE Morgan Stanley & Co. LLC
For further information: Mark Lake, Tel: (212) 761-8493, 1585 Broadway, New York, NY 10036