(TSX: AAV)
CALGARY, AB, Dec. 19, 2022 /CNW/ - Advantage Energy Ltd.
("Advantage" or the "Corporation") announces the preliminary
results of its substantial issuer bid (the "Offer"), pursuant to
which the Corporation offered to purchase for cancellation up to
$100,000,000 of its common shares
(the "Shares") and which expired at 5:00
p.m. (Eastern Standard Time) on December 16, 2022 (the "Expiration Date").
The Offer proceeded by way of a modified Dutch auction whereby
holders of Shares ("Shareholders") could choose to either make: (i)
auction tenders at a tender price of not less than $11.20 and not more than $12.90 per Share in increments of $0.10 per Share; or (ii) purchase price tenders
in which the tendering Shareholders agreed to have a specified
number of Shares purchased at the Purchase Price (as defined
below). Shareholders who validly tendered Shares without specifying
the method in which they tendered their Shares, were deemed to have
made a purchase price tender.
In accordance with the terms and conditions of the Offer and
based on the preliminary calculation of Computershare Investor
Services Inc., as depositary for the Offer (the "Depositary"), a
total of 32,091,754 Shares were properly tendered to the Offer and
not properly withdrawn, including 203,290 Shares that were tendered
through notices of guaranteed delivery. Based on the
Depositary's preliminary calculation, Advantage expects to take up
and pay for 8,928,571 Shares at a price of $11.20 per Share under the Offer (the "Purchase
Price"), representing an aggregate purchase of approximately
$100,000,000 and 4.9% of the total
number of Advantage's issued and outstanding Shares at the time the
Offer was commenced on November 10,
2022. Immediately following completion of the Offer,
Advantage anticipates that 172,186,405 Shares will be issued and
outstanding. Shareholders who made auction tenders at a price in
excess of $11.20 per Share should not
expect to have any of such tendered Shares purchased by
Advantage.
As the Offer was oversubscribed, Shareholders who validly
tendered Shares pursuant to auction tenders at prices at or below
the Purchase Price, and/or who made, or were deemed to have made,
purchase price tenders and who did not withdraw their tendered
Shares prior to the Expiration Date, are expected to have
approximately 42.85% of their tendered Shares purchased by the
Corporation, other than in the case of "Odd Lot" holders
(Shareholders who owned and tendered less than 100 Shares), who
will not be subject to proration.
The number of Shares properly tendered and not properly
withdrawn, the number of Shares to be purchased, the proration
factor and the Purchase Price are preliminary, remain subject to
verification by the Depositary and assume that all Shares tendered
through notice of guaranteed delivery will be delivered within the
two trading-day settlement period. Upon take-up and payment of the
Shares purchased, Advantage will issue a press release disclosing
the final results, including the final number of Shares to be
purchased, the final proration factor, the final Purchase Price,
the estimated paid-up capital per Share and the "specified amount"
for purposes of the Income Tax Act (Canada). Payment for the Shares accepted
for purchase will be made in accordance with the terms of the Offer
and applicable law. All Shares not purchased under the Offer
(including Shares not purchased because of proration, invalid
tenders, or Shares tendered pursuant to auction tenders in excess
of the Purchase Price), or Shares properly withdrawn before the
Expiration Date, will be returned to the Shareholders by the
Depositary.
The Corporation expects to be eligible to recommence purchases
under its normal course issuer bid after all Shares accepted for
purchase under the Offer have been taken up and paid for.
This news release is for informational purposes only and does
not constitute an offer to buy or the solicitation of an offer to
sell Shares. The full details of the Offer are described in the
offer to purchase and issuer bid circular dated November 10, 2022, as well as the related letter
of transmittal and notice of guaranteed delivery, copies of which
were filed and are available on SEDAR at www.sedar.com and
www.advantageog.com.
Any questions or requests for information may be directed to the
Depositary at 1 (800) 564-6253 (Toll-Free within North America) or 1 (514) 982-7555 (outside
North America) or to the dealer
manager, RBC Dominion Securities Inc., at
advantagesib@rbccm.com.
Forward-Looking Information
and Advisory
The information in
this press release contains certain forward-looking statements,
including within the meaning of applicable securities laws. These
statements relate to future events or our future intentions or
performance. All statements other than statements of historical
fact may be forward-looking statements. Forward-looking statements
are often, but not always, identified by the use of words such as
"anticipate", "continue", "demonstrate", "expect", "may", "can",
"will", "believe", "would" and similar expressions and include
statements relating to, among other things: references to the
aggregate amount of Shares to be purchased for cancellation under
the Offer; the aggregate consideration to be paid to Shareholders
under the Offer; the Purchase Price under the Offer; the number of
issued and outstanding Shares upon the completion of the Offer;
that the Shares tendered under the Offer will be subject to
proration, and the relevant pro rata basis on which tendered Shares
will be purchased; the return of Shares to Shareholders not
purchased by reason of proration, invalid tender, Shares that were
tendered pursuant to action tenders at prices in excess of the
Purchase Price, or Shares that were properly withdrawn before the
Expiration Date; and the expectation that the Corporation will be
eligible to recommence purchases under its normal course issuer bid
after all Shares accepted for purchase under the Offer have been
taken up and paid for. Advantage's actual decisions, activities,
results, performance or achievement could differ materially from
those expressed in, or implied by, such forward-looking statements
and accordingly, no assurances can be given that any of the events
anticipated by the forward-looking statements will transpire or
occur or, if any of them do, what benefits that Advantage will
derive from them.
Forward-looking statements are not guarantees of future
performance and involve a number of risks and uncertainties, some
that are similar to other oil and gas companies and some that are
unique to Advantage. Advantage's actual results may differ
materially from those expressed or implied by its forward-looking
statements and readers are cautioned not to place undue reliance on
them. Such risks and uncertainties, certain of which are
beyond Advantage's control, include, but not limited to: changes in
general economic, market and business conditions; industry
conditions, including as a result of demand and supply effects
resulting from the COVID-19 pandemic; actions by governmental or
regulatory authorities including increasing taxes and changes in
investment or other regulations; changes in tax laws; and ability
to access sufficient capital from internal and external sources to
fund the Offer and otherwise. Many of these risks and uncertainties
and additional risk factors are described in the Corporation's
Annual Information Form which is available at www.sedar.com
("SEDAR") and www.advantageog.com. Readers are also referred to
risk factors described in other documents Advantage files with
Canadian securities authorities.
With respect to forward-looking statements contained in this
press release, Advantage has made assumptions regarding, but not
limited to: conditions in general economic and financial markets;
effects of regulation by governmental agencies; and that the
Corporation will have cash on hand and will be able to draw on its
credit facilities to fund the Offer.
Management has included the above summary of assumptions and
risks related to forward-looking information above and in its
continuous disclosure filings on SEDAR in order to provide
shareholders with a more complete perspective on Advantage's future
operations and such information may not be appropriate for other
purposes. Advantage's actual results, performance or achievement
could differ materially from those expressed in, or implied by,
these forward-looking statements and, accordingly, no assurance can
be given that any of the events anticipated by the forward-looking
statements will transpire or occur, or if any of them do so, what
benefits that Advantage will derive there from. Readers are
cautioned that the foregoing lists of factors are not
exhaustive.
These forward-looking statements are made as of the date of
this news release and Advantage disclaims any intent or obligation
to update publicly any forward-looking statements, whether as a
result of new information, future events or results or otherwise,
other than as required by applicable securities laws.
SOURCE Advantage Energy Ltd.