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OPC Opti Canada Com

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Share Name Share Symbol Market Type
Opti Canada Com TSXV:OPC TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

OPTI Canada Confirms Noteholder Approval of Master Plan and Announces Court Sanction Order

07/09/2011 11:49pm

Marketwired Canada


OPTI Canada Inc. (TSX VENTURE:OPC) ("OPTI" or the "Company") is pleased to
announce that the Court of Queen's Bench of Alberta (the "Court") granted an
order (the "Sanction Order") today approving the Company's Master Plan (as
described below) pursuant to the Companies' Creditors Arrangement Act (the
"CCAA") and the Canada Business Corporations Act (the "CBCA"). The Sanction
Order was granted following a meeting (the "Noteholders' Meeting") of the
holders (the "Second Lien Noteholders") of the Company's 7.875% and 8.25% senior
secured notes due December 15, 2014 (collectively, the "Second Lien Notes") held
earlier today at which Second Lien Noteholders voted overwhelmingly in favour of
a resolution to approve the Company's Master Plan.


VOTING RESULTS 

At the Noteholders' Meeting, the Master Plan was approved by a majority of
Second Lien Noteholders, present in person or by proxy, who collectively hold
99.97% of the aggregate principal amount of outstanding Second Lien Notes that
were voted at the meeting. 


The Company's Master Plan (the "Master Plan") provides for the alternate
implementation of either an acquisition plan (the "Acquisition Plan") or a
recapitalization plan (the "Recapitalization Plan"). Pursuant to the Acquisition
Plan, all of the Second Lien Notes will be transferred and assigned by the
Second Lien Noteholders to CNOOC International (or a subsidiary of CNOOC
International) in exchange for a net cash payment of approximately US$1,179
million, and all of the OPTI common shares held by OPTI shareholders will be
transferred to CNOOC Luxembourg S.a r.l in exchange for a cash payment to such
shareholders of US$0.12 per share. Under the Recapitalization Plan, OPTI would
proceed with a capital reorganization in which, among other steps, the Second
Lien Notes would be exchanged for new common shares of OPTI, the existing equity
of OPTI would be cancelled and existing shareholders would receive warrants
exercisable for new common shares of OPTI. 


It is anticipated that the Acquisition Plan will become effective in the fourth
quarter of 2011, following the receipt of all governmental and other approvals
and after all other conditions to closing have been satisfied or waived. If the
Acquisition Plan is not completed or is otherwise terminated, the Master Plan
provides that OPTI will pursue the Recapitalization Plan.


SANCTION ORDER 

Following the Noteholders' Meeting, OPTI applied for and was granted the
Sanction Order by the Court. The Sanction Order declares that each of the Master
Plan, the Acquisition Plan and the Recapitalization Plan is approved and
declared to be substantively and procedurally fair and reasonable to the Second
Lien Noteholders and existing OPTI shareholders and is in the best interests of
OPTI and all affected parties. The Sanction Order also authorizes and directs
the Company to take all steps and actions necessary or appropriate to implement
the terms of the Master Plan. 


More information about OPTI's Court proceedings, including the Sanction Order
and the Master Plan, can be found on the Company's website at www.opticanada.com
or on the website of the monitor, Ernst & Young Inc., at www.ey.com/ca/opti.


About OPTI 

OPTI Canada Inc. is a Calgary, Alberta-based company focused on developing major
oil sands projects in Canada. Our first project, the Long Lake Project, has a
design capacity for 72,000 barrels per day (bbl/d), on a 100 percent basis, of
SAGD (steam assisted gravity drainage) oil production integrated with an
upgrading facility. The Upgrader uses our proprietary OrCrude(TM) process,
combined with commercially available hydrocracking and gasification. Through
gasification, this configuration substantially reduces the exposure to and the
need to purchase natural gas. On a 100 percent basis, the Project is designed to
produce up to 58,500 bbl/d of products, primarily 39 degree API Premium Sweet
Crude (PSC(TM)). Due to its premium characteristics, we expect PSC(TM) to sell
at a price similar to West Texas Intermediate (WTI) crude oil. The Long Lake
Project is a joint venture between OPTI and Nexen Inc. (Nexen). OPTI holds a 35
percent working interest in the joint venture. Nexen is the sole operator of the
Project. 


FORWARD-LOOKING INFORMATION 

All amounts are in Canadian dollars unless specified otherwise. Certain
statements contained herein are forward-looking statements, including, but not
limited to, statements relating to: the planned level of bitumen (oil)
production and PSC(TM) production at the Long Lake Project; the expected selling
price of the PSC(TM); the anticipated outcome of the Company's proceedings under
the CCAA and CBCA; and the expected timing for implementation of the Acquisition
Plan or Recapitalization Plan. Readers are cautioned not to place undue reliance
on forward-looking information because it is possible that expectations,
predictions, forecasts, projections and other forms of forward-looking
information will not be achieved by OPTI. By its nature, forward-looking
information involves numerous assumptions, inherent risks and uncertainties.
Actual events or results may differ materially from those projected in the
forward-looking information. Although OPTI believes that the expectations
reflected in such forward-looking statements are reasonable, OPTI can give no
assurance that such expectations will prove to be correct. Forward-looking
statements are based on current expectations, estimates and projections that
involve a number of risks and uncertainties which could cause actual results to
differ materially from those anticipated by OPTI and described in the
forward-looking statements or information. The forward-looking statements are
based on a number of assumptions that may prove to be incorrect. In addition to
other assumptions identified herein, OPTI has made assumptions regarding, among
other things: market costs and other variables affecting operating costs of the
Long Lake Project; the availability and costs of financing; oil prices and
market price for PSC(TM) and Premium Synthetic Heavy; and foreign currency
exchange rates and derivative instruments risks. Other specific assumptions and
key risks and uncertainties are described elsewhere in this document and in
OPTI's other filings with Canadian securities authorities.


Readers should be aware that the list of assumptions, risks and uncertainties
set forth herein are not exhaustive. Readers should refer to OPTI's current
Annual Information Form, filed on SEDAR and EDGAR and available at www.sedar.com
and http://edgar.sec.gov, as well as the Company's information circular in
connection with the Master Plan filed on SEDAR, for a detailed discussion of
these assumptions, risks and uncertainties. The forward-looking statements or
information contained in this document are made as of the date hereof and OPTI
undertakes no obligation 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 laws or regulatory policies.
Additional information relating to our Company can be found at www.sedar.com.


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