CALGARY, AB, Nov. 22, 2021 /PRNewswire/ -- Canacol Energy
Ltd. (TSX:CNE) (OTCQX:CNNEF) (BVC:CNE.C) ("Canacol") and
Credit Suisse Securities (USA) LLC
(the "Purchaser") today announced the early tender results
in connection with the previously-announced offer by the Purchaser
(directly or through an affiliate) to purchase for cash (the
"Tender Offer"), and consent solicitation (the "Consent
Solicitation") with respect to, any and all of Canacol's
outstanding 7.250% Senior Notes due 2025 (the
"Notes") from each registered holder of the Notes (each, a
"Holder" and, collectively, the "Holders"). The
early tender deadline for the Tender Offer and the Consent
Solicitation was 5:00 p.m., New York City time,
on November 22, 2021 (such date and time, the "Early
Tender Time" and "Withdrawal Deadline"). The terms and
conditions of the Tender Offer and the Consent Solicitation are
described in the offer to purchase and consent solicitation
statement dated November 8, 2021 (the "Statement")
previously distributed to the Holders.
Canacol has been advised that, as of the Early Tender Time,
U.S.$287,629,000 in aggregate
principal amount of the Notes, or approximately 89.88% of the Notes
outstanding, had been validly tendered and not withdrawn pursuant
to the Tender Offer and consents delivered pursuant to the Consent
Solicitation. Tendered Notes may not be withdrawn after the
Withdrawal Deadline, except as required by applicable law.
All Notes validly tendered and not validly withdrawn at or prior to
the Early Tender Time have been accepted in full by the
Purchaser.
Holders who have validly tendered and not validly withdrawn
their Notes at or prior to the Early Tender Time are eligible to
receive U.S.$1,065.85 for each
U.S.$1,000 principal amount of
the Notes (the "Total Consideration"), which includes an
early tender payment of U.S.$50.00 per U.S.$1,000 principal amount of the Notes (the
"Early Tender Payment"), plus accrued and unpaid interest up
to, but not including, the early settlement date for the Notes (the
"Early Settlement Date"). The Early Settlement Date
for the Notes is expected to occur on or about November 23,
2021. The Purchaser intends to pay for all Notes validly
tendered and not withdrawn prior to the Early Tender Time, and
accepted for purchase pursuant to the Tender Offer, on the Early
Settlement Date.
The Requisite Consents pursuant to the Statement have been
received and the supplemental indenture in connection with the
Proposed Amendments (as defined in the Statement) is expected to be
entered into promptly after the Withdrawal Deadline, on the Early
Settlement Date.
Holders who have not yet tendered their Notes have
until 11:59 p.m., New York City time,
on December 7, 2021, unless extended by the Purchaser (such
time and date, as it may be extended, the "Expiration
Date"), to tender their Notes pursuant to the Tender
Offer. Any Holders who validly tender their Notes after the
Early Tender Time but at or prior to the Expiration Date will be
eligible to receive an amount, paid in cash, equal to the Total
Consideration minus the Early Tender Payment (such amount referred
to as the "Purchase Price"), plus accrued and unpaid
interest up to, but not including, the final settlement date (the
"Final Settlement Date," and which date is expected to
be December 8, 2021, but which may change without notice).
Canacol has consented to the Purchaser making the Tender Offer
and the Consent Solicitation on its behalf. It is intended
that the Notes purchased by the Purchaser in the Tender Offer will
be exchanged by the Purchaser with Canacol for certain new notes
(the "Exchange") issued in a new offering by Canacol (the
"New Offering").
The obligation of the Purchaser to accept for purchase, and to
pay for, Notes validly tendered pursuant to the Tender Offer is
subject to, and conditioned upon, the satisfaction or waiver of
certain conditions as set forth in the Statement, in the sole
discretion of the Purchaser.
Subject to the results of the Tender Offer, Canacol intends to
send a notice of redemption to the Trustee and the Holders of any
outstanding Notes following the Early Settlement Date in accordance
with the terms and conditions set forth in the Indenture, after
giving effect to the Proposed Amendments, although Canacol has no
legal obligation to do so and the selection of any particular
redemption date is in their discretion. This statement of
intent shall not constitute a notice of redemption under the
Indenture.
The Information Agent and Tender Agent for the Tender Offer and
Solicitation is D.F. King & Co., Inc. To contact the
Information Agent and Tender Agent, banks and brokers may call +1
212-269-5550, and others may call U.S. toll-free: (877)
674-6273. Additional contact information is set forth
below.
By Mail, Hand or
Overnight Courier:
48 Wall Street
22nd Floor
New York, NY 10005
USA
Attention: Michael Horthman
By E-mail: canacol@dfking.com
|
By Facsimile
Transmission:
(for eligible
institutions only)
+1 212-709-3328
Attention: Michael
Horthman
Confirmation by
Telephone +1 212-232-3233
|
Any questions or requests for assistance or for additional
copies of this notice may be directed to the Dealer Managers and
Solicitation Agents at their respective telephone numbers set forth
below or, if by any Holder, to such Holder's broker, dealer,
commercial bank, trust company or other nominee for assistance
concerning the Tender Offer and Solicitation.
The Dealer Managers and Solicitation Agents for the Tender Offer
and Solicitation are:
Citigroup Global
Markets Inc.
388 Greenwich Street,
Trading 4th Floor
New York, NY
10013
USA
Attention: Liability
Management Group
U.S. Toll Free:
1-800-558-3745
Collect: +1
212-723-6106
|
Credit Suisse
Securities (USA) LLC
Eleven Madison
Avenue
New York, NY
10010
USA
Attention: Liability
Management
U.S. Toll Free:
1-800-820-1653
Collect: +1
212-538-2147
|
This notice does not constitute or form part of any offer or
invitation to purchase, or any solicitation of any offer to sell,
the Notes or any other securities in the United States or
any other jurisdiction, nor shall it or any part of it, or the fact
of its release, form the basis of, or be relied on or in connection
with, any contract therefor. This notice is also not a
solicitation of any Consent to the Proposed Amendments. The
Tender Offer and Solicitation are made only by and pursuant to the
terms of the Statement and the information in this notice is
qualified by reference to the Statement. None of the
Purchaser, Canacol, the Dealer Managers or the Information Agent
and Tender Agent makes any recommendations as to whether Holders
should tender their Notes pursuant to the Tender Offer and deliver
their Consents pursuant to the Solicitation.
* * *
This notice to the market does not represent an offer to sell
securities or a solicitation to buy securities in the United
States or in any other jurisdiction. The New Offering
was not and will not be registered or qualified under the
U.S. Securities Act of 1933 ("Securities Act"), as
amended, or the securities laws of any other jurisdiction.
Consequently, the notes issued in the New Offering are
prohibited from being offered or sold in any jurisdiction
without the applicable registration, qualification or exemption
from registration or qualification required under the Securities
Act or the securities laws of any other jurisdiction, as
applicable.
This notice to the market is released for disclosure purposes
only, in accordance with applicable legislation. It does not
constitute marketing material, and should not be interpreted as
advertising an offer to sell or soliciting any offer to buy
securities issued by Canacol. This notice to the market is
not for distribution in or into or to any person located or
resident in the United
States, its territories and possessions, any state
of the United States or the District of
Columbia or in any jurisdiction where it is unlawful to
release, publish or distribute this announcement.
Neither this notice to the market nor the Offer and Solicitation
constitutes an offer to buy or a solicitation of an offer to sell
Notes, and tenders of Notes in the Tender Offer will not be
accepted from Holders, in any jurisdiction in which such offer or
solicitation is unlawful. In those jurisdictions where the
securities, blue sky or other laws require an offer to be made by a
licensed broker or dealer and a Dealer Manager or its affiliate is
such a licensed broker or dealer in such jurisdictions, the Tender
Offer shall be deemed to be made on behalf of Canacol by such
Dealer Manager or such affiliate, as the case may be, and no Tender
Offer is made in any such jurisdiction where the relevant Dealer
Manager or its affiliate is not so licensed.
About Canacol
Canacol is a natural gas exploration and production company with
operations focused in Colombia.
Canacol's common stock trades on the Toronto Stock Exchange, the
OTCQX in the United States of
America, and the Colombia Stock Exchange under ticker
symbol CNE, CNNEF, and CNE.C, respectively.
Forward-Looking Statements
This news release contains "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995
and applicable Canadian securities legislation. All
statements other than statements of historical fact contained in
this news release may be forward-looking statements. Such
statements can generally be identified by words such as "may,"
"target," "could," "would," "will," "should," "believe," "expect,"
"anticipate," "plan," "intend," "foresee" and other similar words
or phrases. In particular, forward-looking statements herein
include, but are not limited to, statements relating to the
proposed Tender Offer and New Offering. Such forward-looking
statements involve known and unknown risks, uncertainties and other
factors that may cause actual results or events to differ
materially from those anticipated in the forward-looking
statements. Canacol believes that the expectations reflected in
such forward-looking statements are reasonable, but no assurance
can be given that these expectations will prove to be correct and
such forward-looking statements should not be unduly relied upon.
The forward-looking statements are expressly qualified in their
entirety by this cautionary statement. The forward-looking
statements are made as of the date of this news release and Canacol
assumes no obligation to update or revise them to reflect new
events or circumstances, except as expressly required by applicable
securities law. Further information regarding risks and
uncertainties relating to Canacol and its securities can be found
in the disclosure documents filed by Canacol with the securities
regulatory authorities, available at www.sedar.com.
For more information please contact:
Investor Relations
South America: +571.621.1747
IR-SA@canacolenergy.com
Global: +1.403.561.1648 IR-GLOBAL@canacolenergy.com
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SOURCE Canacol Energy Ltd.