CALGARY, June 25, 2013 /CNW/ - Kulczyk Investments S.A. ("KI") announces that as a result of a plan of arrangement under the Business Corporations Act (Alberta) (the "Arrangement") completed pursuant to an arrangement agreement (the "Arrangement Agreement") dated April 24, 2013 among KI, Serinus Energy Inc. (formerly Kulczyk Oil Ventures Inc.) ("Serinus") and Winstar Resources Ltd. ("Winstar"), KI acquired 10,577,000 common shares of Serinus ("Serinus Shares") representing approximately 13.5% of the issued and outstanding Serinus Shares following completion of the Arrangement and conversion of the KI Loan (as defined below).
Pursuant to the Arrangement, Serinus acquired all of the issued and outstanding common shares of Winstar ("Winstar Shares") and shareholders of Winstar received for each Winstar Share, at each such holder's election: (i) CAD$2.50 in cash (the "Cash Consideration"); or (ii) 7.555 pre-consolidation common shares of Serinus (the "Share Consideration"), subject to a maximum of CAD$35 million in cash. The Cash Consideration was funded by KI and as the shareholders of Winstar elected to receive the maximum Cash Consideration, KI acquired an aggregate of 14,000,000 Winstar Shares (representing approximately 38.8% of the issued and outstanding Winstar Shares). The Winstar Shares acquired by KI were immediately acquired by Serinus in exchange for the Share Consideration pursuant to the Arrangement and as a result following completion of the Arrangement Serinus owns all of the issued and outstanding Winstar Shares.
In conjunction with the Arrangement, KI exercised its option to convert its existing loan (the "KI Loan") to Serinus in the amount of US$12 million plus accrued interest into Serinus Shares. KI delivered the conversion election notice to Serinus on May 8, 2013. The KI Loan was converted into Serinus Shares at a price per pre-consolidation Serinus Share of US$0.42. The conversion election notice was conditional upon the successful closing of the Arrangement. As a result of the conversion of the KI Loan, KI received 3,183,268 post-consolidation Serinus Shares representing approximately 4.0% of the issued and outstanding Serinus Shares following completion of the Arrangement and conversion of the KI Loan.
In connection with closing of the Arrangement, Serinus Shares were consolidated on the basis of one post-consolidation Serinus Share for every ten pre-consolidation Serinus Shares. Unless otherwise indicated all numbers and percentages of Serinus Shares in this press release reflect post-consolidation Serinus Shares.
Following completion of the Arrangement and conversion of the KI Loan, KI holds 37,840,987 Serinus Shares, representing, in aggregate, approximately 48.1% of the issued and outstanding Serinus Shares. In addition, 2,662,836 Serinus Shares representing, in aggregate, approximately 3.4% of the issued and outstanding Serinus Shares are held by Radwan Investments GmbH ("Radwan"). Collectively, KI and Radwan hold 40,503,823 Serinus Shares representing in aggregate approximately 51.5% of the issued and outstanding Serinus Shares. Radwan may be considered to be a joint actor of KI as a result of an agreement in place between Radwan and KI, dated September 15, 2010, which entitles Radwan to participate in a percentage of KI's investments and provides that Radwan will vote any securities it purchases pursuant to such agreement in accordance with the directions of KI.
The Arrangement Agreement is a private agreement between Serinus, KI and Winstar. Prior to completion of the Arrangement the Winstar Shares were listed on the Toronto Stock Exchange. The Serinus Shares are expected to begin trading on the Toronto Stock Exchange (the "TSX") under the trading symbol "SEN" within three business days of completion of the Arrangement, subject to Serinus fulfilling all of the remaining listing conditions of the TSX. Serinus will remain listed on the Warsaw Stock Exchange (the "WSE") on a post-consolidation basis under the trading symbol "SEN" after the listing on the TSX. The Winstar Shares are expected to cease being traded on the TSX and will be subsequently delisted. The Serinus Shares, which had been suspended on the WSE pending completion of the consolidation, are expected to resume trading near the end of June 2013.
KI agreed to pay the Cash Consideration pursuant to the Arrangement to provide Serinus with the necessary cash funding to acquire Winstar.
The completion of the Arrangement was conditional on KI electing to convert the KI Loan.
The issuance of the Serinus Shares pursuant to the Arrangement was exempt from the prospectus requirements of applicable Canadian securities laws pursuant to section 2.11 of National Instrument 45-106 - Prospectus and Registration Exemptions ("NI 45-106").
The issuance of the Serinus Shares pursuant to the conversion of the KI Loan was exempt from the prospectus requirements of applicable Canadian securities laws pursuant to section 2.42 of National Instrument 45-106 - Prospectus and Registration Exemptions ("NI 45-106").
Dr. Jan Kulczyk, beneficially owns or controls, directly or indirectly, 68.33% of the outstanding shares of KI.
SOURCE: Kulczyk Investments S.A.
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For further information and for a copy of the early warning report to be filed relating to the matters discussed herein contact:
Kulczyk Investments S.A
13-15 Avenue de la Liberte