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CALGARY, May 21, 2014 /CNW/ – Toscana Energy Income Corporation (“Toscana Energy” or the “Company”) (TSX: TEI) and Toscana Financial Income Trust (“TFIT”) are pleased to announce that they have entered into an arrangement agreement (the “Arrangement Agreement”), pursuant to which the Company expects to acquire all of the issued and outstanding class A trust units (“Class A Units”) of TFIT (the “Arrangement”). In connection with the Arrangement, all of the issued and outstanding class B trust units (“Class B Units”) of TFIT will be redeemed. TFIT is a private unincorporated open-ended mutual fund trust that (through the indirect ownership of two partnerships) provides mezzanine debt financing alternatives to mid-sized companies in Western Canada, with a specialized focus on the oil and gas sector. Total consideration for the Class A Units is approximately $34.3 million, payable as set forth below.
The assets of TFIT consist primarily of loans with maturities of less than one year and cash. As loans are monetized, funds will initially be directed to reduce the Company’s credit facility. Upon full monetization, the Company will have approximately $40.0 million available under its credit facility. Assuming the completion of the Arrangement, the Company will have greater financial flexibility as projected bank debt to cash flow for 2014 will decrease to approximately 0.96:1.00, including the convertible debentures of the Company as debt, and to approximately 0.10:1.00, excluding such convertible debentures. Toscana Energy will carry on the same business in all respects as the business currently being carried on by Toscana Energy. The Arrangement is expected to close on or about June 24, 2014, which would enable TFIT Unitholders (as defined below) to be eligible for any cash dividend of the Company that would be paid in respect of the June 2014 production of the Company.
Under the terms of the Arrangement Agreement, holders of Class A Units (“Class A Unitholders”) (other than dissenting Class A Unitholders) will receive in exchange for each Class A Unit held by them consideration of 0.6076 of a common share in the capital of the Company (“Toscana Share”) and a pro rata share of the proceeds of any amount that will be received by TFIT or any successor thereof within two years of the closing of the Arrangement due to loans that have been previously written off by TFIT. Holders of Class B Units (“Class B Unitholders” and together with the Class A Unitholders, the “TFIT Unitholders”) will redeem each Class B Unit held by them in consideration for the payment by TFIT to each Class B Unitholder of $8.85 and a pro rata share of the proceeds of any amount that will be received by TFIT or any successor thereof within two years of the closing of the Arrangement due to loans that have been previously written off by TFIT. The consideration being offered to the Class A Unitholders and Class B Unitholders is equivalent to $8.75 for each Class A Unit and $8.85 for each Class B Unit (as such amounts may be adjusted), based on a deemed value per Toscana Share of $14.40 based on the 30 day volume weighted average trading price of the Toscana Shares on the Toronto Stock Exchange (“TSX”) ending March 31, 2014.
Completion of the Arrangement is subject to a number of approvals, including the approval by 66⅔% of the votes cast by the Class A Unitholders at the special meeting of Class A Unitholders to be held on June 19, 2014 (the Class B Unitholders previously consented to the Arrangement by entering into consent agreements with the Company, which were accepted by TFIT). In addition, the TSX rules require the Arrangement to be approved by a majority of the votes cast by the shareholders of the Company (“Toscana Shareholders”) at the annual and special meeting (the “TEIC Meeting”) of Toscana Shareholders to be held on June 19, 2014 as the number of Toscana Shares being issued to Class A Unitholders as consideration pursuant to the Arrangement exceeds 25% of the number of Toscana Shares that are issued and outstanding (on a non-diluted basis). Since all, except for one, of the directors of the Company hold Class A Units, the Board of Directors of the Company has determined to put this matter to the Toscana Shareholders for approval in accordance with Section 120(8.1) of the Business Corporations Act (Alberta) (the “Act”). Thus, the Arrangement will need to be approved by 66⅔% of the votes cast by the Toscana Shareholders at the TEIC Meeting. Completion of the Arrangement is also subject to other approvals, including the approval of Court of Queen’s Bench of Alberta.
On the basis, among other factors, of the recommendation by a special committee of the Board of Directors of the Company that was established to consider the proposed acquisition of TFIT, the Board of Directors of the Company unanimously (with directors who are conflicted, abstaining) determined that the Arrangement is in the best interests of the Company and fair to the Toscana Shareholders and recommends approval of the Arrangement by Toscana Shareholders.
The Arrangement is expected to benefit the Company and the Toscana Shareholders due to: (i) Toscana Shareholders being able to participate in a larger entity with greater access to capital to pursue and capitalize on growth opportunities; (ii) the combined entity’s increased scale providing superior operating efficiencies; (iii) the combined entity having greater financial flexibility while maintaining its focus on executing its strategy of long life, low decline natural gas and crude oil targets; and (iv) the combined entity continuing to be run by a proven management team with strong relationships and access to deal flow that allow the team to select only opportunities that meet its strict criteria.
The trustees of TFIT unanimously (with trustees who are conflicted, abstaining) determined that the Arrangement is in the best interests of TFIT, the Class A Unitholders and the Class B Unitholders and fair to the Class A Unitholders and the Class B Unitholders and recommends approval of the Arrangement by the Class A Unitholders. Class A Unitholders holding approximately 17% of the outstanding Class A Units have entered into support agreements pursuant to which each has agreed, among other things, to vote in favour of the Arrangement and not sell their Class A Units to any person other than the Company.
In coming to its recommendation, the trustees of TFIT received a report from a special committee of independent trustees of TFIT (the “Special Committee”) pursuant to which the Special Committee outlined the rationale for recommending the Arrangement to the Board of Trustees including the following factors and benefits: (i) the Arrangement provides liquidity in the form of Toscana Shares, which are publically listed on the TSX; (ii) TFIT Unitholders will receive a dividend, which at the exchange ratio and the current Toscana Share price, provides for approximate yield of 11.25% per annum; (iii) TEIC dividends are eligible dividends, which allows for the dividend tax credit; (iv) TEIC’s current net asset value is in excess of the price utilized in calculating the exchange ratio; (v) TEIC’s asset base is characterized as being mature and long life with very shallow declines, which provides for a sustainable model; (vi) TEIC management and directors hold a significant shareholding in TEIC, which provides for alignment of interests with Toscana Shareholders; (vii) TFIT’s financial advisor, GMP Securities L.P., provided an opinion that the consideration to be received by TFIT Unitholders pursuant to the Arrangement is fair, from a financial point of view, to TFIT Unitholders; and (viii) receiving Toscana Shares provides TFIT Unitholders with increased transparency with public company disclosure, regular operating updates and continuous share price/trading information.
Advance Notice By-law
Toscana Energy is also pleased to announce that its Board of Directors has approved the adoption of an advance notice by-law (the “By-law”) on May 20, 2014, which requires advance notice to the Company in circumstances where nominations of persons for election as a director of the Company are made by shareholders other than pursuant to: (i) a requisition of a meeting made pursuant to the provisions of the Act; or (ii) a shareholder proposal made pursuant to the provisions of the Act.
Among other things, the By-law fixes a deadline by which shareholders must submit a notice of director nominations to the Company prior to any annual or special meeting of shareholders where directors are to be elected and sets forth the information that a shareholder must include in the notice for it to be valid.
In the case of an annual meeting of shareholders, notice to the Company must be made not less than 30 nor more than 65 days prior to the date of the annual meeting; provided, however, that in the event that the annual meeting is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, notice may be made not later than the close of business on the 10th day following such public announcement.
In the case of a special meeting of shareholders (which is not also an annual meeting), notice to the Company must be made not later than the close of business on the 15th day following the day on which the first public announcement of the date of the special meeting was made.
The By-law is effective immediately. At the TEIC Meeting scheduled for June 19, 2014, shareholders will be asked to confirm and ratify the By-law. A copy of the By-law has been filed and is available under Toscana Energy’s corporate profile on SEDAR at www.sedar.com.
The Company believes that adopting the By-law is considered to be “best practice” corporate governance. The By-law facilitates an orderly and efficient annual or special meeting process and it ensures that all shareholders receive adequate notice of director nominations with sufficient information with respect to all nominees. This By-law allows the Company and its shareholders to evaluate the proposed nominees’ qualifications and suitability as directors, which further allows shareholders to cast an informed vote for the election of directors.
About Toscana Energy Income Corporation
Toscana Energy is a conventional oil and gas producer with the mandate to acquire high quality, long life oil and gas assets including royalties, non-operated working interests and unitized production for yield and capital appreciation. Toscana Energy is managed by Sprott Toscana through Toscana Energy Corporation. Sprott Toscana is a member of the Sprott Group of Companies.
About Sprott Toscana
Sprott Toscana (formerly Toscana Merchant Group) is a team of Calgary-based energy specialists that manage three separate businesses: Toscana Energy Income Corporation (through Toscana Energy Corporation), Toscana Financial Income Trust and Maple Leaf Energy Income LPs. In July 2012, Toscana Merchant Group joined the Sprott Group of Companies when it was acquired by Sprott Inc. (TSX: SII), Canada’s leading alternative asset manager and a global leader in resource investing.
This news release contains forward‐looking statements and forward‐looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward‐looking statements or information. Forward‐looking statements and information are often, but not always, identified by the use of words such as “appear”, “seek”, “anticipate”, “plan”, “continue”, “estimate”, “approximate”, “expect”, “may”, “will”, “project”, “predict”, “potential”, “targeting”, “intend”, “could”, “might”, “should”, “believe”, “would” and similar expressions.
More particularly and without limitation, this news release contains forward‐looking statements and information concerning the expected results of the Arrangement; the anticipated closing date for the Arrangement and overall business strategy. Although management of Toscana believes that the expectations and assumptions on which such forward looking statements and information are based are reasonable, undue reliance should not be placed on the forward‐looking statements and information since no assurance can be given that they will prove to be correct.
Forward-looking statements and information are provided for the purpose of providing information about the current expectations and plans of management of the Corporation relating to the future. Readers are cautioned that reliance on such statements and information may not be appropriate for other purposes, such as making investment decisions. Since forward‐looking statements and information 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. These include, but are not limited to, the risks associated with competition; incorrect assessment of the value of acquisitions and failure to realize the anticipated benefits of acquisitions; ability to access sufficient capital from internal and external sources; failure to obtain required regulatory and other approvals and changes in legislation, including but not limited to tax laws, royalties and environmental regulations. Accordingly, readers should not place undue reliance on the forward‐looking statements, timelines and information contained in this news release. Readers are cautioned that the foregoing list of factors is not exhaustive.
The forward‐looking statements and information contained in this news release are made as of the date hereof and no undertaking is given 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 or the Toronto Stock Exchange. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement
SOURCE Toscana Energy Income Corporation
For further information:
please visit our website at www.sprott-toscana.com or contact:
Joseph S. Durante, Chief Executive Officer
Tel: (403) 410-6793
Fax: (403) 444-0090