Calgary, Alberta – Jupiter Resources Inc. and its affiliates (collectively, “Jupiter” or the “Company”) announced today that the Court of Queen’s Bench of Alberta (the “Court”) has issued an interim order (the “Interim Order”) authorizing Jupiter to, among other things, convene a meeting (the “Meeting”) of holders of the Company’s US$1.1 billion 8.5% senior unsecured notes due October 1, 2022 (the “Senior Notes”). The Meeting will be held for the holders of the Senior Notes (the “Noteholders”) to consider and vote to approve a plan of arrangement under the Canada Business Corporations Act (the “Plan of Arrangement”) to implement the previously announced recapitalization transaction (the “Recapitalization Transaction”).
The details of the proposed Recapitalization Transaction will be set out in the management information circular for the Meeting (the “Information Circular”), including information regarding procedures for voting on the Plan of Arrangement and participating in the New Equity Subscription (as defined in the Information Circular), as well as other background and material information. The Company expects to mail the Information Circular on or about November 21, 2018. The Information Circular, the form of proxy and the instructions for making certain elections necessary in connection with the New Equity Subscription and the Plan of Arrangement will also be available as follows:
Any questions or requests for further information regarding voting at the Meeting should be directed to Computershare Investor Services, and regarding participation in the New Equity Subscription and relevant noteholder elections should be directed to Kingsdale Advisors, in each case using the contact information listed above.
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.
Pursuant to the Interim Order, the voting record date for the Meeting is November 8, 2018 (the “Record Date”). Noteholders as at the Record Date will be entitled to vote on the Plan of Arrangement at the Meeting based on one vote for each US$1,000 principal amount of Senior Notes held as at the Record Date. The deadline for the Noteholders to submit their proxies or voting instructions in order to vote on the Plan of Arrangement and other items to be considered at the Meeting is 10:00 a.m. (Calgary time) on December 10, 2018.
To be approved, the Plan of Arrangement requires the affirmative vote of at least 66⅔% of the votes cast by the Noteholders in person or by proxy at the Meeting. As previously announced, the Company has entered into a support agreement with holders of approximately 85% of the aggregate principal amount of its Senior Notes. This includes a group of holders of approximately 45% of the Senior Notes and certain investment funds that are the Company’s principal shareholders and holders of approximately 40% of the Senior Notes.
Court Approval and Implementation
If the Plan of Arrangement is approved by the requisite majority of the Noteholders at the Meeting, the Company will attend a hearing before the Court currently scheduled for December 18, 2018, or such other date as may be set by the Court, to seek Court approval of the Plan of Arrangement. If the approval of the requisite majority of the Noteholders at the Meeting and of the Court is obtained, any other required approvals are obtained and the other conditions to completion of the Recapitalization Transaction are satisfied or waived, it is expected that the Recapitalization Transaction will be completed prior to the year end 2018.
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.
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 requisite approvals thereto (including approval from the Court, approval of holders of Senior Notes at the Meeting and conditions to close), the Meeting of holders of the Senior Notes (including expected timing thereof and mailing of meeting materials in connection thereto), as well as the steps necessary to implement the Plan of Arrangement (including the timing thereof).
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