Stratic Announces Filing of Information Circular
2010年10月1日 - 3:00PM
RNSを含む英国規制内ニュース (英語)
TIDMSE.
RNS Number : 6561T
Stratic Energy Corporation
01 October 2010
NEWS RELEASE
Stratic Announces Filing of Information Circular
for Proposed Plan of
Arrangement with EnQuest PLC
CALGARY and LONDON, October 1, 2010 - Stratic Energy Corporation (TSX Venture:
'SE', AIM: 'SE.') ("Stratic" or the "Company") announces that it has filed its
information circular and proxy statement (the "Circular") for the upcoming
special meeting at which the Company's shareholders will be asked to consider
and vote upon the previously-announced plan of arrangement (the "Arrangement")
with EnQuest PLC ("EnQuest") under the Business Corporations Act (Yukon) (the
"YBCA"). Pursuant to the Arrangement, EnQuest proposes to acquire all of the
issued and outstanding Stratic shares in exchange for EnQuest shares on the
basis of 0.089626 of an EnQuest share for each Stratic share.
The special meeting is scheduled to be held at 10:00 a.m. (Toronto time) on
November 2, 2010 at the Toronto Marriott Bloor Yorkville Hotel in Toronto,
Ontario, Canada. Further details are set forth in the notice of meeting that is
included with the Circular.
The Company has commenced mailing copies of the Circular and related documents
to its shareholders. Copies of the Circular, together with the accompanying
instrument of proxy for use at the special meeting and letter of transmittal by
which registered shareholders of the Company may surrender the certificates
representing their Stratic shares in exchange for the EnQuest shares issuable
under the Arrangement, are also available electronically on SEDAR at
www.sedar.com and the Company's website at www.straticenergy.com.
The Circular contains details concerning the Arrangement, the requirements for
the Arrangement to become effective, the procedure for exchanging Stratic shares
for EnQuest shares, voting at the special meeting and other related matters,
together with detailed information concerning EnQuest and its business and
affairs. Shareholders are urged to carefully review the Circular and
accompanying materials as they contain important information regarding the
Arrangement and its consequences to shareholders.
In order to proceed the Arrangement must be approved by a majority of not less
than 66?% of votes cast by shareholders in person or by proxy at the special
meeting and, if so endorsed, must also be approved by the Supreme Court of Yukon
(the "Court") pursuant to the arrangement provisions of the YBCA. An interim
order of the Court providing directions on various matters relating to the
special meeting and the Arrangement, particulars of which are contained in the
Circular, was issued on September 28, 2010.
Stratic shareholders of record as of the close of business on September 24, 2010
are the only persons entitled to vote on the special resolution to approve the
Arrangement, subject to the Company's by-laws and the provisions of the YBCA
regarding the exercise of voting rights by persons who become registered holders
of Stratic shares after such record date.
Completion of the Arrangement is subject to certain additional conditions
precedent as provided for under the definitive arrangement agreement between
Stratic and EnQuest entered into on August 2, 2010 and described in the
Circular, including the agreement by the holders of the Company's outstanding 9%
convertible notes to accept the repayment offer required to be made by Stratic
following completion of the Arrangement. All such holders have entered into
agreements with Stratic and EnQuest by which they have committed to accept the
post-closing repayment offer and, accordingly, this particular condition has now
been satisfied.
If the Arrangement is approved by the shareholders on November 2, 2010 at the
meeting, Stratic intends to apply to the Court for a final order approving the
Arrangement at a hearing scheduled for November 4, 2010. If the final order is
granted and all other conditions precedent are satisfied or waived at such time,
the Company expects that the Arrangement will be completed and become binding
upon all shareholders on or about November 5, 2010.
Should the Arrangement be approved by the Stratic shareholders and become
effective, Stratic will become a wholly-owned subsidiary of EnQuest.
Accordingly, as soon as practicable following completion of the Arrangement, the
Stratic Shares will be de-listed from the TSX Venture Exchange. In addition,
Stratic has applied to the London Stock Exchange for the admission to trading of
Stratic shares on AIM to be cancelled following completion of the Arrangement.
If the Arrangement completes on November 5, 2010 as expected, such cancellation
is expected to take effect on November 8, 2010.
For further information contact:
Company:
Kevin Watts, President and Chief Executive Officer
+44 20 7766 7900
John van der Welle, Chief Financial Officer
+44 20 7766 7900
Mark Bilsland, Chief Operating Officer
+44 20 7766 7900
Public and investor relations:
Patrick d'Ancona, M:Communications (London)
+44 20 7920 2347
Roger Fullerton (Canada)
+1 952 929 7243
Email: roger.fullerton@straticenergy.com
Financial advisor and NOMAD:
David Kotler, Lazard
+44 20 7187 2000
Nick Fowler, Lazard
+44 20 7187 2000
Website: www.straticenergy.com
Notes to Editors:
EnQuest is an independent oil and gas production and development company focused
on the UK Continental Shelf ("UKCS"). On April 6, 2010 EnQuest was formed from
the demerged UK North Sea assets of Petrofac Limited and Lundin Petroleum AB.
EnQuest shares are listed on the London Stock Exchange and on the NASDAQ OMX
Stockholm and are included in the FTSE250 index and OMX Nordix index on the
respective exchanges. EnQuest is completely unrelated to the company EnQuest
Energy Services Corp., which was formerly listed on the TSX Venture Exchange.
Reader Advisories
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.
This news release does not constitute or form part of an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of, securities to
any person to whom or in any jurisdiction in which such offer, solicitation or
sale would be unlawful. The securities to be offered have not been and will not
be registered under the United States Securities Act of 1933, as amended (the
"U.S. Securities Act"), or any state securities laws, and may not be offered or
sold in the United States or to or for the account or benefit of a U.S. person
unless registered under the U.S. Securities Act and applicable state securities
laws or pursuant to an available exemption from, or in a transaction not subject
to, the registration requirements thereof.
Certain statements made herein constitute forward-looking statements, including
statements concerning the anticipated dates for holding the special meeting of
Stratic shareholders to consider the Arrangement, for applying to the Court for
a final order approving the Arrangement, for completing the Arrangement and for
the delisting of the Stratic shares from the TSX Venture Exchange and the
cancellation of their admission to trading on AIM. Although the Company
believes these statements to be reasonable, the assumptions upon which they are
based may prove to be incorrect.
Completion of the Arrangement is subject to a number of conditions, including
shareholder, court and regulatory approvals and consents. The Arrangement could
be delayed if the Company is not able to obtain all necessary approvals and
consents on expected timelines, or not completed at all if any condition to
closing is not satisfied. There can be no assurance that the Arrangement will
be completed as proposed, or at all.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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