Daylight Series D Debentureholders Approve Plan of Arrangement With Sinopec International Petroleum Exploration and Productio...
15 Dicembre 2011 - 7:35PM
Marketwired
Daylight Energy Ltd. ("Daylight") (TSX:DAY) is pleased to announce
that the holders of Daylight's 6.25% series "D" convertible
debentures (the "Series D Debentures") have approved the special
resolution relating to the proposed acquisition of Daylight by
Sinopec International Petroleum Exploration and Production
Corporation ("SIPC") pursuant to a plan of arrangement under the
Business Corporations Act (Alberta) (the "Arrangement"). The
approval was obtained at the adjourned special meeting of Daylight
securityholders today, at which holders of approximately 74.29% of
the aggregate principal amount of the Series D Debentures voted in
favour of the Arrangement, with holders of only 0.86% voting
against. As a result, holders of Series D Debentures will
participate in the Arrangement along with Daylight shareholders,
who had previously approved the Arrangement on December 5, 2011
prior to the adjournment of the special meeting of securityholders.
Under the Arrangement, holders of Series D Debentures will receive
a cash payment of $1,110 per $1,000 principal amount of Series D
Debentures, plus accrued and unpaid interest up to, but excluding,
the closing date of the Arrangement. The Final Order in respect of
the Arrangement was also granted today by the Court of Queen's
Bench of Alberta.
The closing of the Arrangement remains subject to receipt of
required regulatory approvals and the satisfaction or waiver of the
other conditions specified in the arrangement agreement among
Daylight, SIPC and an indirect wholly-owned subsidiary of SIPC
entered into on October 9, 2011.
ABOUT DAYLIGHT ENERGY
Daylight is a growing intermediate oil and liquids rich natural
gas producing company with a high quality suite of resource play
assets in Western Canada. Daylight has approximately 213.5 million
common shares currently outstanding which trade on the TSX under
the symbol "DAY". Daylight's Series C and Series D Debentures also
trade on the TSX under the symbols DAY.DB.C and DAY.DB.D,
respectively.
All amounts stated herein are in Canadian dollars.
ADVISORY:
Forward-Looking Information and Statements
This press release contains forward-looking statements and
forward-looking information within the meaning of applicable
securities laws. The use of any of the words "expect",
"anticipate", "continue", "estimate", "objective", "ongoing",
"may", "will", "project", "should", "believe", "plans", "intends"
and similar expressions are intended to identify forward-looking
statements or information. More particularly and without
limitation, this press release contains forward-looking statements
and information concerning the anticipated receipt of required
regulatory approvals for the Arrangement and the ability of
Daylight and SIPC to satisfy the other conditions to, and to
complete, the Arrangement.
In respect of the forward-looking statements and information
concerning the anticipated completion of the proposed Arrangement,
Daylight has provided such in reliance on certain assumptions that
it believes are reasonable at this time, including assumptions as
to the ability of the parties to receive, in a timely manner, the
necessary regulatory and other third party approvals, including but
not limited to approvals required to be obtained by SIPC from the
Government of The People's Republic of China and Investment Canada
Act approval; and the ability of the parties to satisfy, in a
timely manner, the other conditions to the closing of the
Arrangement.
Risks and uncertainties inherent in the nature of the
Arrangement include the failure of Daylight or SIPC to obtain
necessary regulatory and other third party approvals, or to
otherwise satisfy the conditions to the Arrangement, in a timely
manner, or at all. Failure to so obtain such approvals, or the
failure of Daylight or SIPC to otherwise satisfy the conditions to
the Arrangement, may result in the Arrangement not being completed
on the proposed terms, or at all. In addition, the failure of
Daylight to comply with the terms of the Arrangement Agreement may
result in Daylight being required to pay a non-completion or other
fee to SIPC, the result of which could have a material adverse
effect on Daylight's financial position and results of operations
and its ability to fund growth prospects and current
operations.
Readers are cautioned that the foregoing list of factors is not
exhaustive. Additional information on other factors that could
affect the operations or financial results of Daylight are included
in reports on file with applicable securities regulatory
authorities, including but not limited to: Daylight's Annual
Information Form for the year ended December 31, 2010, Daylight's
Notice of Annual General Meeting and Information Circular and Proxy
Statement dated April 14, 2011 and Daylight's Notice of Special
Meeting and Information Circular and Proxy Statement dated November
1, 2011, each of which may be accessed on Daylight's SEDAR profile
at www.sedar.com.
The forward-looking statements and information contained in this
press release are made as of the date hereof and Daylight
undertakes no obligation to update publicly or revise any
forward-looking statements or information, whether as a result of
new information, future events or otherwise, unless so required by
applicable securities laws.
Contacts: Daylight Energy Ltd. Anthony Lambert President &
CEO 403-213-5306alambert@daylightenergy.com Daylight Energy Ltd.
Steve Nielsen Vice President & CFO
403-213-5312snielsen@daylightenergy.com Daylight Energy Ltd.
William Lacey Vice President, Capital Markets
403-536-4331wlacey@daylightenergy.com Daylight Energy Ltd. Investor
Relations: 403-536-4664 Investor Relations Toll free:
1-877-266-6901ir@daylightenergy.comwww.daylightenergy.com
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