CALGARY, Dec. 24, 2015 /CNW/ – (TSX: PMT; PMT.DB.E; PMT.RT) – Perpetual Energy Inc. (“Perpetual” or the “Company“) announces that the Alberta Securities Commission dismissed the appeal of the issuance of the receipt for Perpetual’s short form prospectus dated December 7, 2015 (the “Prospectus“) and the application to cease trade its previously announced rights offering (the “Rights Offering“) made by certain holders of the Company’s 7.00% convertible debentures (the “Convertible Debentures“). Accordingly, the Rights Offering will proceed on the basis outlined in the Prospectus and the rights (the “Rights“) of the Company will commence trading on the Toronto Stock Exchange (the “TSX“) on an ex rights basis commencing on December 24, 2015.
The “Current Market Price” used to calculate the number of common shares of the Company (“Common Shares“) each Right will entitle a holder to upon exercise of such Right (the “Common Shares Per Right Number“) is $0.1582 per Common Share and was calculated as the volume weighted average price of the Common Shares for the 20 consecutive trading days, ending on December 22, 2015, the fifth trading day preceding the maturity date of the Convertible Debentures of December 31, 2015.
Each Right will entitle the holder thereof (provided they are resident in an eligible jurisdiction or they are an approved eligible holder) to acquire 4.3386 Common Shares upon payment of the exercise price of $0.1630 per Right.
The ability of a holder to exercise Rights and subscribe for additional Common Shares under the Additional Subscription Privilege (as defined in the Prospectus) 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 email@example.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 firstname.lastname@example.org.
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.
The Company also announces that it will issue an aggregate of approximately 232.07 million Common Shares to the holders of the Convertible Debentures upon maturity of the Convertible Debentures on December 31, 2015, representing a conversion rate of 6,653.8026 Common Shares for each $1,000 principal amount of Convertible Debentures.
As a result of the final determination of the Common Shares Per Right Number and pursuant to the terms of the Convertible Debentures, the Company further announces that the conversion price of the outstanding Convertible Debentures that applies if a holder elects to convert their Convertible Debentures to Common Shares has been re-adjusted from the previous adjustment on December 16, 2015 of $3.34 to $2.20 (the “Final Conversion Price Adjustment“). As a result of the Final Conversion Price Adjustment, the conversion rate per outstanding Convertible Debentures would be 454.5455 Common Shares per $1,000 principal amount of Convertible Debentures.
For a detailed description of the calculation used to determine the Final Conversion Price Adjustment, please refer to the Prospectus available on the Company’s profile at www.sedar.com.
Concurrent with the dismissal of the proceedings before the ASC described above, a syndicate of lenders (the “Syndicate“) have confirmed their participation in the Credit Facility (as such term is defined in the Prospectus), as previously disclosed as a commitment from a lender in the Prospectus.
The Syndicate has agreed to extend the maturities of both the Credit Facility and the Margin Loan (as such term is defined in the Prospectus) to October 31, 2016, both previously due on November 30, 2015, with no interim scheduled review until maturity. Availability under the Credit Facility has been set at $20 million.
The lending commitment also extended the Margin Loan secured by 5.5 million common shares of Tourmaline Oil Corp. (“Tourmaline Shares“). Availability under the Margin Loan has been set at $42 million reduced from $58.4 million with the reduction in the number of Tourmaline Shares pledged and payments against the loan made by Perpetual to maintain the required margin coverage. The Margin Loan will continue to require that the daily value of the pledged Tourmaline Shares exceed three times the amount drawn on the Margin Loan.