Precision Drilling Trust Announces Intention to Convert to a Corporation
12 Febbraio 2010 - 1:00PM
Marketwired
This news release contains "forward-looking information and
statements" within the meaning of applicable securities laws. For a
full disclosure of the forward-looking information and statements
and the risks to which they are subject, see the "Cautionary
Statement Regarding Forward-Looking Information and Statements"
later in this news release.
Precision Drilling Trust (the "Trust" or "Precision") announces
its intention to convert to a growth-oriented corporation (the
"Conversion") pursuant to a plan of arrangement ("Arrangement")
under the Business Corporations Act (Alberta). Precision
anticipates seeking approval from unitholders in conjunction with
its 2010 annual and special meeting of unitholders (the "Meeting")
and expects to complete the Conversion by May 31, 2010.
The Board of Trustees and the Board of Directors of the
administrator of the Trust (together the "Board") believe that it
is the right time to proceed with the Conversion for the following
reasons:
- Precision believes the Conversion is important for future
attraction and retention of worldwide investors.
- Access to capital markets for income trusts may become more
limited in 2010.
- The Trust anticipates efficiencies and cost savings from
presenting the Conversion for approval of the unitholders at its
regularly scheduled annual general meeting.
- The Conversion removes the restriction on non-resident
ownership.
- The Conversion will occur on a tax-deferred basis.
- On October 31, 2006, the Canadian Minister of Finance
announced the Specified Investment Flow Through Trust ("SIFT")
income and distribution tax which effectively eliminated the
benefits of Precision's income trust structure by introducing
additional income taxes to be imposed on trusts (generally) for
taxation years commencing January 1, 2011.
- The Conversion removes the growth limitations imposed by the
SIFT legislation.
The proposed Conversion will be completed in compliance with the
distribution method provided for under the Income Tax Act (Canada).
The Conversion requires the approval of Precision's unitholders, as
well as customary court and regulatory approvals. An information
circular and proxy statement will be mailed to Precision
unitholders in connection with the meeting. To be implemented, the
Conversion must be approved by not less than two-thirds of the
votes cast by unitholders at the Meeting. Further details about the
timing and mechanics of the Conversion will be communicated over
the next two months.
The Board retained TD Securities Inc. ("TD Securities") to act
as its financial advisor in connection with this transaction.
Pursuant to this mandate, TD Securities has provided the Board with
an opinion that, as at the date thereof and subject to the
particular assumptions, considerations and limitations summarized
therein, the consideration to be received by unitholders pursuant
to the Arrangement is fair, from a financial point of view, to such
unitholders. The full text of the TD Securities fairness opinion
will be appended to the management information circular to be
provided to unitholders in connection with the proposed
Conversion.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION AND
STATEMENTS
Certain statements contained in this news release, including
statements that contain words such as "could", "should", "can",
"anticipate", "estimate", "propose", "plan", "expect", "believe",
"will", "may" and similar expressions and statements relating to
matters that are not historical facts constitute "forward-looking
information" within the meaning of applicable Canadian securities
legislation and "forward-looking statements" within the meaning of
the "safe harbor" provisions of the United States Private
Securities Litigation Reform Act of 1995 (collectively,
"forward-looking information and statements").
In particular, this news release contains forward-looking
information and statements relating to the expectations of the
Trust and the administrator of the Trust regarding the proposed
Conversion including, but not limited to: timing, completion,
receipt of necessary approvals and anticipated benefits of the
Conversion.
These forward-looking information and statements are based on
certain assumptions and analysis made by the Trust in light of its
experience and its perception of historical trends, current
conditions and expected future developments as well as other
factors it believes are appropriate in the circumstances. However,
whether actual results, performance or achievements will conform to
the Trust's expectations and predictions is subject to a number of
known and unknown risks and uncertainties which could cause actual
results to differ materially from the Trust's expectations. Such
risks and uncertainties include, but are not limited to the failure
to receive approval of the Conversion from the unitholders, the
court or other regulatory authorities or to realize the anticipated
benefits of the Conversion.
Consequently, all of the forward-looking information and
statements made in this news release are qualified by these
cautionary statements and there can be no assurance that the actual
results or developments anticipated by the Trust will be realized
or, even if substantially realized, that they will have the
expected consequences to, or effects on, the Trust or its business
or operations. Readers are therefore cautioned not to place undue
reliance on such forward-looking information and statements. Except
as may be required by law, the Trust assumes no obligation to
update publicly any such forward-looking information and
statements, whether as a result of new information, future events
or otherwise.
About Precision
Precision is a leading provider of safe, high performance energy
services to the North American oil and gas industry. Precision
provides customers with access to an extensive fleet of contract
drilling rigs, service rigs, camps, snubbing units, wastewater
treatment units and rental equipment backed by a comprehensive mix
of technical support services and skilled, experienced
personnel.
Precision is headquartered in Calgary, Alberta, Canada.
Precision is listed on the Toronto Stock Exchange under the trading
symbol "PD.UN" and on the New York Stock Exchange under the trading
symbol "PDS".
Contacts: David Wehlmann, Executive Vice President, Investor
Relations Precision Drilling Corporation Administrator of Precision
Drilling Trust (403) 716-4575 (403) 716-4755 (FAX) Precision
Drilling Trust 4200, 150 - 6th Avenue S.W. Calgary, Alberta T2P 3Y7
www.precisiondrilling.com
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