Perpetual Energy Inc. files final prospectus for $25 million rights offering

CALGARY, Dec. 7, 2015 /CNW/ – (TSX: PMT; PMT.DB.E) – Perpetual Energy Inc. (“Perpetual” or the “Company“) herein announces that, further to its November 20, 2015 press release, it has filed a final short form prospectus dated December 7, 2015 (the “Prospectus“) with the securities regulatory authorities in each of the provinces and territories of Canada in connection with its previously announced rights offering (the “Rights Offering“) to acquire common shares of the Company (“Common Shares“) for gross proceeds of $25 million.  The net proceeds of the Rights Offering will be used to fund the Company’s 2016 capital expenditure program.

Pursuant to the Rights Offering, each registered holder of Common Shares as of December 16, 2015 will receive one right (a “Right“) for each Common Share held.  Upon payment of the exercise price of $0.1630 per Right (the “Exercise Price“), each Right will  entitle the holder (provided they are resident in an eligible jurisdiction or they are an approved eligible holder) to receive such number of Common Shares equal to the greater of: (i) 0.3140 of a Common Share; or (ii) the result when (A) the Exercise Price of $0.1630 per Right is divided by (B) the “Current Market Price” less a discount of 80.70% and then (C) one Common Share is deducted from the result. For greater certainty, (B) is calculated as the Current Market Price minus (Current Market Price multiplied by 0.8070).

The “Current Market Price” will be calculated following the close of trading of the Common Shares on the Toronto Stock Exchange (the “TSX“) on December 22, 2015 based upon the volume weighted average price of the Common Shares for the preceding 20 consecutive trading days, being November 25, 2015 through to and including December 22, 2015.  On December 22, 2015 the Company will announce the Current Market Price, the number of Common Shares issuable upon the exercise of a Right and the effective subscription price.  The effective subscription price will have an implied price per Common Shares of at least a 20% discount to the Current Market Price.

The Company believes that each director and officer of the Company who owns Common Shares intends to exercise all of their Rights to purchase Common Shares under the Basic Subscription Right (as defined in the Prospectus).

The Record Date for participation in the Rights Offering is December 16, 2015. The Common Shares will trade on the TSX with “due bills” attached from December 14, 2015 to and including December 22, 2015 and ex-rights trading of the Common Shares will commence on December 23, 2015.  For a detailed description of, and the reasons for the TSX requiring, the trading of Common Shares with “due bills” to and including December 22, 2015, please refer to pages 40 and 41 of the Prospectus under the heading “Details of the Offering ­– Due Bills“.  The TSX has approved the listing of the Common Shares issuable upon exercise of the Rights subject to Perpetual fulfilling all of the listing requirements of the TSX.

The Rights Offering includes an additional subscription privilege under which holders of Rights who fully exercise their Rights will be entitled to subscribe for additional Common Shares, if available, that were not otherwise subscribed for in the Rights Offering.  As previously disclosed, Dreamworks Investment Holdings Ltd., a corporation controlled by the Company’s Chairman, (the “Backstopper“) has agreed, pursuant to an equity backstop agreement dated November 20, 2015, to exercise its Basic Subscription Right and Additional Subscription Privilege (as defined in the Prospectus) provided to all shareholders of the Company under the Rights Offering. The Backstopper has further agreed to acquire any additional Common Shares available under the Rights Offering that are not otherwise subscribed for by shareholders of the Company, such that Perpetual will receive not less than $25 million in gross proceeds under the Rights Offering.

The ability of a holder to exercise Rights and subscribe for additional Common Shares under the Additional Subscription Privilege will expire on January 15, 2016 at 5:00 p.m. (Toronto time) and closing of the Rights Offering is expected to occur on or about January 18, 2016.

If you have any questions relating to the Rights Offering, please contact the information agent, Kingsdale Shareholder Services, at 1-855-682-2031 (toll-free in North America), 1-416-867-2272 (outside North America), or by email at contactus@kingsdaleshareholder.com or the registrar, transfer agent and subscription agent, Computershare Investor Services Inc. at 1-800-564-6253 or by sending an e-mail to corporateactions@computershare.com.

The following is a summary of the key dates and times of the Rights Offering:

Further details concerning the Rights Offering and the procedures to be followed by holders of Common Shares are contained in the Prospectus available on the Company’s profile at www.sedar.com.

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This news release does not constitute an offer to sell, or the solicitation of an offer to buy securities in any jurisdiction, including the United States, absent U.S. registration or an applicable exemption therefrom, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state. The Rights and the Common Shares issuable on exercise of the Rights will not be and have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, a U.S. person, absent registration or an applicable exemption therefrom.

Forward-Looking Information

Certain information regarding Perpetual in this news release including management’s assessment of future plans and operations may constitute forward-looking statements under applicable securities laws. The forward-looking information includes, without limitation, statements regarding: the use of proceeds of the Rights Offering; the timing for the announcement of the “Current Market Price”; the timing and treatment of trading of the Common Shares and the Rights on the TSX; the anticipated expiry date and time of the Rights; the anticipated closing date of the Rights Offering; and anticipated regulatory approval, including from the TSX, in respect of the Rights Offering. Various assumptions were used in drawing the conclusions or making the forecasts and projections contained in the forward-looking information contained in this press release, which assumptions are based on management analysis of historical trends, experience, current conditions, and expected future developments pertaining to Perpetual and the industry in which it operates as well as certain assumptions regarding the matters outlined above. Forward-looking information is based on current expectations, estimates and projections that involve a number of risks, which could cause actual results to vary and in some instances to differ materially from those anticipated by Perpetual and described in the forward-looking information contained in this press release. Undue reliance should not be placed on forward-looking information, which is not a guarantee of performance and is subject to a number of risks or uncertainties, including without limitation those described under “Risk Factors” in Perpetual’s Annual Information Form and MD&A for the year ended December 31, 2014 and those included in other reports on file with Canadian securities regulatory authorities which may be accessed through the SEDAR website (www.sedar.com) and at Perpetual’s website (www.perpetualenergyinc.com). Readers are cautioned that the foregoing list of risk factors is not exhaustive. Forward-looking information is based on the estimates and opinions of Perpetual’s management at the time the information is released and Perpetual disclaims any intent or obligation to update publicly any such forward-looking information, whether as a result of new information, future events or otherwise, other than as expressly required by applicable securities laws.

About Perpetual

Perpetual Energy Inc. is a Canadian energy company with a spectrum of resource-style opportunities spanning heavy oil, NGL and bitumen along with a large base of shallow gas assets. Perpetual’s common shares and convertible debentures are listed on the Toronto Stock Exchange under the symbol “PMT” and “PMT.DB.E”, respectively. Further information with respect to Perpetual can be found at its website at www.perpetualenergyinc.com.

The Toronto Stock Exchange has neither approved nor disapproved the information contained herein.

SOURCE Perpetual Energy Inc.