- Ensign releases funds to the Depositary and to CDS in payment for Trinidad shares taken up; shareholders should receive funds within days.
- Surpassing the 66 2/3% mark ensures that Ensign will be able to complete a subsequent acquisition transaction to acquire the remaining Trinidad Shares.
- Trinidad shareholders urged to tender their shares immediately to receive their funds promptly and avoid the delay of a subsequent acquisition transaction, whose outcome is assured.
- Shareholders who have not tendered can tender today by contacting Kingsdale Advisors at 1-866-581-1514 or by e-mail at firstname.lastname@example.org.
CALGARY, Nov. 29, 2018 /CNW/ – Ensign Energy Services Inc. (TSX:ESI) (“Ensign”) announces that Ensign has released funds to the Depositary and to CDS in payment for Trinidad shares taken up at the initial expiry on November 27th, 2018. Trinidad Shareholders who hold their shares in registered form will be mailed their cheques today by the Depositary. Trinidad Shareholders who hold their shares through a financial intermediary will receive their funds directly to their accounts. CDS will release funds received to its members today and then each financial intermediary has its own procedure for allocating funds to client accounts thereafter.
Ensign now owns 66.73% of Trinidad’s outstanding shares. With a controlling interest of greater than 66 2/3% of the Trinidad Shares, Ensign will succeed in acquiring all of the Trinidad Shares at $1.68 per share, either through a Compulsory Acquisition or a Subsequent Acquisition Transaction (as defined in the Offer) to acquire the remaining shares. Completion of such transactions may require up to 60 days or potentially longer from the expiry of the Offer. Given Ensign’s controlling interest, however, the outcome of the second stage is assured, and remaining Trinidad shareholders are encouraged to immediately tender to the Offer in order to expedite their receipt of the $1.68 cash per share entitlement under the Offer.
If Ensign reaches the 90% tender threshold under the Offer, Ensign will exercise the right of compulsory acquisition under the Business Corporations Act (Alberta) to acquire all of the remaining Trinidad Shares at $1.68 per share as described in the Offer.
Under securities laws applicable to the current mandatory extension of the Offer, remaining Trinidad shareholders who tender to the Offer extension are only legally required to be paid for their Trinidad Shares within ten days of their tender of Trinidad Shares. Remaining Trinidad Shareholders who now wish to tender their Trinidad Shares and receive their cash proceeds from the Offer as soon as possible are urged to tender NOW and demand that their intermediaries submit their tender immediately, rather than wait to tender until the expiry of the Offer on December 10, 2018.
With Ensign assured it will acquire all Trinidad shares it does not already own, it is in Trinidad Shareholders’ interests to reach the 90% threshold during the current extension so that all remaining shareholders can avoid delay in receiving their entitlements.
After completion of such a subsequent acquisition transaction or compulsory acquisition Ensign will seek to delist the Trinidad Shares from trading on the Toronto Stock Exchange.
AVOID DELAYS, CONTACT KINGSDALE ADVISORS TO TENDER YOUR SHARES
Trinidad shareholders who tender before the mandatory extension of Offer to December 10, 2018 will be paid within 10 days of the date of deposit of their shares to the Depositary. For assistance in depositing Trinidad Shares to the Offer, Trinidad shareholders should contact Kingsdale Advisors, the information agent and depositary for the Offer, at 1-866-581-1514 (North American Toll-Free Number) or +1-416-867-2272 (Outside North America) or via email at email@example.com.
Ensign is a global leader in oilfield services, headquartered out of Calgary, Alberta, operating in Canada, the United States and internationally. Ensign is one of the world’s top land-based drilling and well servicing contractors serving crude oil, natural gas and geothermal operators. Our premium services include contract drilling, directional drilling, underbalanced and managed pressure drilling, rental equipment, well servicing and production services. Please visit our website at www.ensignenergy.com.
Ensign’s common shares are publicly traded though the facilities of the Toronto Stock Exchange under the trading symbol ESI.