CALGARY, March 24, 2016 /CNW/ – (TSX:PMT) – Perpetual Energy Inc. (“Perpetual” or the “Corporation”) is pleased to announce that the nominees listed in its management proxy circular dated February 12, 2016 (the “Circular”) were elected as directors of Perpetual. The detailed results of the election of directors, approval of new by-laws of the Corporation and approval of the consolidation of the common shares (“Common Shares”) of the Corporation held at its annual and special meeting of shareholders (“Shareholders”) earlier today in Calgary, Alberta are set out below.
Election of Directors
On a vote by ballot, each of the following seven nominees proposed by management was elected as a director of Perpetual:
Nominee |
Votes For |
% For |
Votes Withheld |
% Withheld |
||||
Clayton H. Riddell |
552,984,834 |
94.93 |
29,532,998 |
5.07 |
||||
Susan L. Riddell Rose |
553,166,975 |
94.96 |
29,350,857 |
5.04 |
||||
Randall E. Johnson |
552,832,848 |
94.90 |
29,684,984 |
5.10 |
||||
Robert A. Maitland |
553,610,851 |
95.04 |
28,906,981 |
4.96 |
||||
Geoffrey C. Merritt |
552,521,179 |
94.85 |
29,996,653 |
5.15 |
||||
Donald J. Nelson |
552,648,969 |
94.87 |
29,868,863 |
5.13 |
||||
Howard R. Ward |
552,877,768 |
94.91 |
29,640,064 |
5.09 |
New By-Laws of the Corporation
Shareholders voted to approve new by-laws of Perpetual, as set forth in the Circular, which incorporate advance notice provisions with respect to director nominations in certain circumstances, increase the quorum required for the transaction of business at meetings of Shareholders, authorize the board of directors of Perpetual to determine the number of directors and implement certain other changes of a “house-keeping” nature. The resolution approving the new by-laws of Perpetual was passed with 93.81% of Shareholders voting for the resolution and 6.19% of Shareholders voting against the resolution.
Share Consolidation
Shareholders also voted in favour of an amendment to the Corporation’s articles of incorporation pursuant to subsection 173(1)(f) of the Business Corporations Act (Alberta) to consolidate the Common Shares on the basis of one (1) post-consolidation Common Share for every twenty (20) pre-consolidation Common Shares. The resolution approving the share consolidation was passed with 97.66% of Shareholders voting for the resolution and 2.34% of Shareholders voting against the resolution.
The Corporation filed Articles of Amendment effecting the share consolidation today and it is expected that the Common Shares will commence trading on the Toronto Stock Exchange on a consolidated basis within three to four trading days. As a result of the consolidation, the Corporation has approximately 52.4 million Common Shares outstanding. The Corporation’s trading symbol will remain “PMT”.
No fractional Common Shares shall be issued in connection with the consolidation and in the event that a holder of pre-consolidation Common Shares would otherwise be entitled to receive a fraction of a post-consolidation Common Share, such fractional interest shall be rounded up to the nearest whole number of post-consolidation Common Shares.
Letters of transmittal with respect to the consolidation have been mailed to all registered Shareholders. All registered Shareholders who submit a duly completed letter of transmittal along with their respective share certificate(s) representing the pre-consolidated Common Shares to the Corporation’s transfer agent, Computershare Trust Company of Canada, will receive share certificate(s) representing their post-consolidated Common Shares. Until surrendered, each share certificate representing pre-consolidation Common Shares will represent the number of whole post-consolidation Common Shares to which the holder is entitled as a result of the consolidation. Shareholders who hold their Common Shares through a broker or other intermediary and do not have Common Shares registered in their name will not be required to complete a letter of transmittal.
Further details regarding the consolidation are contained in the Circular, which has been filed on SEDAR at www.sedar.com.
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. The Common Shares are listed on the Toronto Stock Exchange under the symbol “PMT”. 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.