Calgary, Alberta – Jupiter Resources Inc. and its affiliates (collectively, “Jupiter” or the “Company”) announced today that it has mailed its management information circular (the “Information Circular”) and related materials in connection with its previously announced recapitalization transaction (the “Recapitalization Transaction”) under the Canada Business Corporations Act to be implemented pursuant to a plan of arrangement (the “Plan of Arrangement”). The materials have been mailed to the holders of the Company’s US$1.1 billion 8.5% senior unsecured notes due October 1, 2022 (the “Senior Notes”). The Information Circular and related materials are also available on the Company’s website.
The Company announced the Recapitalization Transaction on October 30, 2018 and advised that it had entered into a support agreement with holders of approximately 85% of the Senior Notes (the “Supporting Noteholders”), pursuant to which the Supporting Noteholders, among other things, agreed to vote in favour of and support the Recapitalization Transaction.
On November 9, 2018, Jupiter announced the granting of an interim order of the Court of Queen’s Bench of Alberta (the “Court”) which authorized Jupiter to, among other things, convene a meeting (the “Meeting”) of holders of the Senior Notes (the “Noteholders”). The Meeting will be held for the Noteholders to consider and vote to approve the Plan of Arrangement. The Meeting is scheduled to be held at 10:00 a.m. (Calgary time) at the offices of Blake, Cassels & Graydon LLP, Suite 3500-855, 2nd Street SW, Calgary, Alberta T2P 4J8, on December 12, 2018. The record date for the Meeting was November 8, 2018.
Noteholder Elections to be made in Connection with the Plan of Arrangement
As part of the Plan of Arrangement, Noteholders will need to advise their respective bank, broker, nominee or other intermediary that holds their Senior Notes (an “Intermediary”) as to certain information and elections required of Noteholders in connection with the implementation of the Plan of Arrangement.
These elections and requisite Noteholder information include the following:
Noteholders are required to advise their Intermediary of their respective Elections and Registration Instructions in a timely manner such that their respective Intermediary can submit all such information prior to 3:00 p.m. (Calgary time) on December 5, 2018 (the “Participation Deadline”). Noteholders must advise their Intermediary of their Elections and Registration Instructions prior to their Intermediary’s own internal deadlines, which will be before the Participation Deadline. Noteholders should contact their Intermediary with any questions on submitting their Elections and Registration Instructions as their Intermediary may have its own processes for collecting instructions with respect to these matters and the Plan of Arrangement. An instruction form is included with the Information Circular to assist Noteholders in providing their Intermediary with their Elections and Registration Instructions in a timely manner. If Noteholders have questions regarding the instruction form, they are encouraged to contact Kingsdale Advisors in its capacity as exchange agent toll free at 1 (855) 682-2031 or outside North America at (416) 867-2272 or by e-mail at email@example.com.
This press release is not an offer of securities for sale, or a solicitation of an offer to buy these securities, in the United States or in any jurisdiction where the offer or sale is not permitted. The common shares and the other securities described in the Information Circular have not been registered under the U.S. Securities Act of 1933, as amended, or any U.S. state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act of 1933.
Jupiter is an independent Calgary-based energy company with an operations office in Grande Cache, Alberta. The Company is focused on the acquisition, development and production of unconventional liquids-rich natural gas properties in the Western Canadian Sedimentary Basin. For more information visit: www.jupiterresources.com.
Forward Looking Statements
Certain information provided in this release constitutes forward-looking statements. Specifically, this release contains forward-looking statements relating to the Recapitalization Transaction, including the Meeting of holders of the Senior Notes (including expected timing thereof and mailing of meeting materials in connection thereto), the completion of the New Equity Subscription, as well as the steps necessary to implement the Plan of Arrangement (including the timing thereof and deadlines related thereto).
The forward-looking statements are based on information currently available, as well as certain expectations and assumptions concerning the Company’s anticipated financial performance, business prospects and general market conditions, as well as its expectations with respect to the proposed Recapitalization Transaction. Although we believe that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because we can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks, some of which are out of our control. These include, but are not limited to, our inability to secure the approval of the requisite majority of holders of Senior Notes, our inability to obtain approval of the Court, as well as other required approvals, our inability to successfully implement the Recapitalization Transaction and on the terms and within the timeline described in this news release or at all, general economic conditions, industry conditions, volatility of commodity prices, currency fluctuations, imprecision of reserve and resource estimates, environmental risks, competition from other industry participants, the lack of availability of qualified personnel or management and services, stock market volatility, changes in environmental regulations, tax laws and royalties and the ability to access sufficient capital from internal and external sources. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. Jupiter’s actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements, or if any of them do so, what benefits that Jupiter will derive therefrom. Jupiter disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Ryder McRitchie, VP Capital Markets & Public Relations