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CALGARY, July 19, 2013 /CNW/ - Insignia Energy Ltd. ("Insignia" or the "Company") (TSX: ISN) is pleased to announce that it has completed its previously announced plan of arrangement (the "Arrangement"). Pursuant to the Arrangement, ISN Acquisition Corp. ("AcquisitionCo"), a wholly-owned subsidiary of Brookfield Capital Partners Ltd. ("Brookfield"), acquired all of the issued and outstanding common shares of Insignia, other than those owned or controlled by the executive officers and a director of Insignia (the "Management Shareholders") and Brookfield and its affiliates, in exchange for CDN $1.35 for each common share of Insignia.
It is anticipated that the Company's common shares will be delisted from trading on the Toronto Stock Exchange within three to four business days following completion of the Arrangement. Following the delisting, the Company and ISN Acquisition Corp. plan to amalgamate to form a new private company under the name "Insignia Energy Ltd.".
Pursuant to the Arrangement, Brookfield, through AcquisitionCo, acquired an additional 18,872,971 common shares of Insignia. On completion of the transactions in connection with the Arrangement, Brookfield and its affiliates beneficially own, directly and indirectly, 95.9% of the common shares of Insignia and the Management Shareholders beneficially own, directly and indirectly, 4.1% of the common shares of Insignia. A copy of the early warning report will be filed on SEDAR at www.SEDAR.com with respect to the acquisition of common shares of Insignia pursuant to the Arrangement by Brookfield and its affiliates and will be available from the offices of the Company at: Suite 2300, 500 - 4th Avenue S.W., Calgary, Alberta T2P 2V6.
Letters of Transmittal have been forwarded to shareholders of Insignia to be utilized in order to exchange their common shares of Insignia for the cash consideration payable pursuant to the Arrangement. Additional copies may be obtained by contacting Insignia or Valiant Trust Company at 310,606 - 4th Street SW, Calgary, Alberta T2P 1T1.
Certain information contained in this press release constitutes forward-looking information or statements including, without limitation, the expected timing of delisting of the Company's common shares. By their very nature, forward-looking information and statements involve inherent risks and uncertainties, both general and specific, and risks that predictions, forecasts, projections and other forward-looking information and statements will not be achieved. We caution readers not to place undue reliance on these statements as a number of important factors could cause the actual results to vary materially from the forward-looking information or statements. Insignia does not assume responsibility for the accuracy and completeness of the forward-looking information or statements and such information and statements should not be taken as guarantees of future outcomes. Subject to applicable securities laws, Insignia does not undertake any obligation to revise these forward-looking information or statements to reflect subsequent events or circumstances. Furthermore, the forward-looking information contained in this press release is made as of the date of this document and Insignia does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. The forward-looking information and statements contained in this press release are expressly qualified by this cautionary statement.
SOURCE: Insignia Energy Ltd.
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