(TSX: AAV)
CALGARY,
AB, Dec. 20, 2022 /CNW/ - Advantage Energy
Ltd. ("Advantage" or the "Corporation") announces the final 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"). In accordance with the terms and conditions of the
Offer, Advantage has taken up 8,928,571 Shares at a price of
$11.20 per Share (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 as 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.
Based on the final calculation by Computershare Investor
Services Inc., as depositary for the Offer (the "Depositary"), a
total of 32,092,015 Shares were properly tendered to the Offer and
not properly withdrawn. As the Offer was oversubscribed, the
purchase of Shares under the Offer is subject to proration.
Holders of shares ("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
expiry date of the Offer, will have approximately 42.85% of such
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.
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Price), or Shares properly withdrawn before the expiry date, will
be returned to the Shareholders by the Depositary.
For Canadian federal income tax purposes, a deemed dividend
arises on the repurchase of Shares under the Offer. To assist
Shareholders in determining the Canadian income tax consequences of
the Offer, the Corporation has determined that for purposes of the
Income Tax Act (Canada) (the "Tax
Act"), the paid-up capital of the Shares is estimated to be
approximately $2.64 per Share at the
time of repurchase under the Offer. Shareholders should
review Advantage's issuer bid circular dated November 10, 2022 for more information, including
information about the tax treatment of deemed dividends (refer to
Section 13 "Income Tax Considerations – Certain Canadian Federal
Income Tax Considerations" therein). The Corporation designates the
entire amount of the deemed dividend arising from its repurchase of
Shares under the Offer as an "eligible dividend" for purposes of
the Tax Act. The "specified amount" for purposes of
subsection 191(4) of the Tax Act in respect of each Share is
$9.93.
Advantage's normal course issuer bid (the "NCIB") to purchase up
to a maximum of 18,704,019 Shares through the facilities of the TSX
and other applicable marketplaces in Canada was suspended during the period of the
Offer. As all Shares accepted for purchase under the Offer
have been taken up and Advantage has paid the Purchase Price for
all such Shares to the Depositary, Advantage will now recommence
making purchases of Shares under its NCIB.
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.
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 deposited
pursuant to action tenders at prices in excess of the Purchase
Price, or Shares that were properly withdrawn before the expiry
date; the paid-up capital of Shares at the time of repurchase under
the Offer; that Advantage will recommence its NCIB; and the payment
for Shares taken-up by Advantage under the Offer. 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.