SYLVAN LAKE, AB, Sept. 15, 2014 /CNW/ - SSP Offshore Inc. (the "Corporation") previously announced on September 10, 2014 that it has closed the material transaction providing for the sale of substantially all of the assets of the Corporation and each of the Corporation's three operating subsidiaries (the "Asset Sale Transaction"). In furtherance of the closing of the Asset Sale Transaction, the Corporation announces the following:
As discussed in the Information Circular dated August 12, 2014 for the Annual & Special Meeting held on September 9, 2014 (the "Information Circular), the Board of Directors has now determined the amount, mechanism and timing of the Initial Distribution (as defined in the Information Circular).
The Corporation announces that it intends to make the Initial Distribution in the amount of US $12,822,019.70 as a reduction of the paid-up capital of the common shares of the Corporation on a pro rata basis to the holders (the "Shareholders") of common shares (the "Shares") of the Corporation of record at the close of business on September 25, 2014. The Corporation currently has 73,268,684 Shares issued and outstanding, and does not anticipate the issuance of any further Shares prior to completion of the Initial Distribution. Each Shareholder of record on such date will receive US $0.175 per Share. The Initial Distribution is expected to take place on September 30, 2014.
Since the value of the Initial Distribution will exceed 25% of the market value of the Shares, the TSX Venture Exchange requires the implementation of a "due bill" trading process (an entitlement that will be due to a Shareholder in connection with the completion of a material event) in respect of the Initial Distribution commencing from the opening of trading on September 23, 2014 to the close of trading on September 30, 2014. The Shares will commence trading on an ex-Initial Distribution basis (without an attached "due bill" entitlement) effective from the opening of trading on October 1, 2014. Anyone acquiring the Shares up to and including September 30, 2014 will receive the Initial Distribution.
The due bills will be redeemed on October 3, 2014 once all trades with attached due bills entered into up to an including September 30, 2014 have been settled.
Post Asset Sale Transaction Corporate Changes
The Corporation further announces that, subsequent to completion of the Asset Sale Transaction, it has adjusted the size and composition of its Board of Directors and its management team to reflect what it considers to be appropriate in the circumstance to implement the ongoing winding up and dissolution process of the Corporation discussed in the Information Circular.
The Corporation has accepted the resignation of Paul Illingworth as CEO, leaving L. Daniel Wilson (President & Corporate Secretary) and Steve Kovar (CFO & Treasurer) as the only remaining officers of the Corporation, tasked with settling the outstanding affairs of the Corporation and executing the winding up and dissolution process that is expected result in the formal dissolution of the Corporation during the 2015 calendar year. Mr. Wilson and Mr. Kovar will provide their services to the Corporation on a consulting basis, with remuneration for such services to be set by the Board of Directors.
The Corporation has also accepted the resignations of Gary Quenan, Ian Dundas and Hugh Parry as directors of the Corporation, leaving four remaining directors (Paul Illingworth, Joseph Lahey, Philip Uhrhan and L. Daniel Wilson) to complete the ongoing winding up and dissolution process. The Corporation wishes to express its sincere gratitude to the three departing members of the Board of Directors for their able service and valuable contributions over the past number of years.
Paul Illingworth has been appointed as the non-executive Chairman of the Board of Directors, and has also been appointed to each of the standing committees of the Board. Subsequent to his resignation as an officer of the Corporation, Paul Illingworth will qualify as an independent member of the Board of Directors along with Joseph Lahey and Philip Uhrhan. L. Daniel Wilson will continue to be classified as a non-independent member of the Board of Directors as a result of his ongoing role as an officer of the Corporation.
The Board of Directors has also suspended and discontinued the Corporation's 2007 Stock Option Plan effective immediately. A total of 1,940,000 in-the-money options were exercised by optionholders subsequent to the completion of the Asset Sale Transaction, and the Board has approved the payment by the Corporation of between US $0.02 and US $0.025 per option to optionholders holding out-of-the-money options as consideration for their agreeing to the immediate cancellation of those options. Consequently, the Corporation anticipates that it will not have any options outstanding by September 30, 2014 and no further options will be issued during the ongoing winding up and dissolution process.
Path Forward for the Corporation
As evidenced by the announcement herein of the Initial Distribution and the corporate changes undertaken after closing of the Asset Sale Transaction, the Corporation has now commenced the plan discussed in the Information Circular that will ultimately result in the winding up and dissolution of the Corporation. After payment of the Initial Distribution, the Corporation has retained such level of contingency funds from the proceeds of the Asset Sale Transaction that it considers reasonable to deal with budgeted costs and unforeseen liabilities up to and including the time of formal dissolution of the Corporation. While many of the risk factors disclosed in the Information Circular remain applicable and may ultimately impact the amount of the Terminal Distribution (as defined in the Information Circular) ultimately paid by the Corporation at the time of its formal dissolution, the Corporation believes that the guidance provided in the Information Circular remains realistic as of the date hereof. As such, the Corporation anticipates that the Terminal Distribution will be paid during 2015 in an amount of approximately US $0.035 per share (representing a combined cumulative distribution for the Initial Distribution and Terminal Distribution of US $0.21 per share) subject to variation upwards or downwards (i) depending on the actual costs actually incurred by the Corporation during the winding up and dissolution process compared to the Corporation's current budget, and (ii) depending on nature and quantum of unknown liabilities encountered during the process.
The Corporation has not received any further guidance from the TSX Venture Exchange at this time as to if and when the TSXV Venture Exchange will de-list the Corporation's shares subsequent to the Initial Distribution, which determination remains in the discretion of the TSX Venture Exchange.
ABOUT SSP OFFSHORE INC.
SSP Offshore is a public company listed under the symbol "SSZ" on the TSX Venture Exchange.
FORWARD-LOOKING STATEMENTS DISCLOSURE
Certain information provided in this press release constitutes forward-looking statements and information within the meaning of applicable securities laws.
In respect of the forward-looking statements and information set out in this press release, the Corporation has provided such in reliance on certain assumptions that they believe are reasonable at this time. The anticipated dates and distribution amounts provided may change for a number of reasons. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release.
Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
SOURCE: SSP Offshore (USA) Inc.
For further information: L. Daniel Wilson, President, at (403) 358-1110 (phone); or via email at [email protected]