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CALGARY AND LONDON, Oct 1 /CNW/ --
CALGARY AND LONDON, Oct 1 /CNW/ - Stratic Energy Corporation (TSX
Venture: 'SE', AIM: 'SE.') ("Stratic" or the "Company") announces that
it has filed its information circular and proxy statement (the
"Circular") for the upcoming special meeting at which the Company's
shareholders will be asked to consider and vote upon the
previously-announced plan of arrangement (the "Arrangement") with
EnQuest PLC ("EnQuest") under the Business Corporations Act
(Yukon) (the "YBCA"). Pursuant to the Arrangement, EnQuest proposes to
acquire all of the issued and outstanding Stratic shares in exchange for
EnQuest shares on the basis of 0.089626 of an EnQuest share for each
Stratic share.
The special meeting is scheduled to be held at 10:00 a.m. (Toronto time)
on November 2, 2010 at the Toronto Marriott Bloor Yorkville Hotel in
Toronto, Ontario, Canada. Further details are set forth in the notice
of meeting that is included with the Circular.
The Company has commenced mailing copies of the Circular and related
documents to its shareholders. Copies of the Circular, together with
the accompanying instrument of proxy for use at the special meeting and
letter of transmittal by which registered shareholders of the Company
may surrender the certificates representing their Stratic shares in
exchange for the EnQuest shares issuable under the Arrangement, are also
available electronically on SEDAR at www.sedar.com
and the Company's website at www.straticenergy.com.
The Circular contains details concerning the Arrangement, the
requirements for the Arrangement to become effective, the procedure for
exchanging Stratic shares for EnQuest shares, voting at the special
meeting and other related matters, together with detailed information
concerning EnQuest and its business and affairs. Shareholders are urged
to carefully review the Circular and accompanying materials as they
contain important information regarding the Arrangement and its
consequences to shareholders.
In order to proceed the Arrangement must be approved by a majority of
not less than 66⅔% of votes cast by shareholders in person or by proxy
at the special meeting and, if so endorsed, must also be approved by the
Supreme Court of Yukon (the "Court") pursuant to the arrangement
provisions of the YBCA. An interim order of the Court providing
directions on various matters relating to the special meeting and the
Arrangement, particulars of which are contained in the Circular, was
issued on September 28, 2010.
Stratic shareholders of record as of the close of business on September
24, 2010 are the only persons entitled to vote on the special resolution
to approve the Arrangement, subject to the Company's by-laws and the
provisions of the YBCA regarding the exercise of voting rights by
persons who become registered holders of Stratic shares after such
record date.
Completion of the Arrangement is subject to certain additional
conditions precedent as provided for under the definitive arrangement
agreement between Stratic and EnQuest entered into on August 2, 2010 and
described in the Circular, including the agreement by the holders of the
Company's outstanding 9% convertible notes to accept the repayment offer
required to be made by Stratic following completion of the Arrangement.
All such holders have entered into agreements with Stratic and EnQuest
by which they have committed to accept the post-closing repayment offer
and, accordingly, this particular condition has now been satisfied.
If the Arrangement is approved by the shareholders on November 2, 2010
at the meeting, Stratic intends to apply to the Court for a final order
approving the Arrangement at a hearing scheduled for November 4, 2010.
If the final order is granted and all other conditions precedent are
satisfied or waived at such time, the Company expects that the
Arrangement will be completed and become binding upon all shareholders
on or about November 5, 2010.
Should the Arrangement be approved by the Stratic shareholders and
become effective, Stratic will become a wholly-owned subsidiary of
EnQuest. Accordingly, as soon as practicable following completion of the
Arrangement, the Stratic Shares will be de-listed from the TSX Venture
Exchange. In addition, Stratic has applied to the London Stock Exchange
for the admission to trading of Stratic shares on AIM to be cancelled
following completion of the Arrangement. If the Arrangement completes on
November 5, 2010 as expected, such cancellation is expected to take
effect on November 8, 2010.
Notes to Editors:
EnQuest is an independent oil and gas production and development company
focused on the UK Continental Shelf ("UKCS"). On April 6, 2010 EnQuest
was formed from the demerged UK North Sea assets of Petrofac Limited and
Lundin Petroleum AB. EnQuest shares are listed on the London Stock
Exchange and on the NASDAQ OMX Stockholm and are included in the FTSE250
index and OMX Nordix index on the respective exchanges. EnQuest is
completely unrelated to the company EnQuest Energy Services Corp., which
was formerly listed on the TSX Venture Exchange.
Reader Advisories
Neither the TSX Venture Exchange nor its Regulation Services Provider
(as that term is defined in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this release.
This news release does not constitute or form part of an offer to
sell or the solicitation of an offer to buy, nor shall there be any sale
of, securities to any person to whom or in any jurisdiction in which
such offer, solicitation or sale would be unlawful. The securities to be
offered have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "U.S. Securities Act"), or any
state securities laws, and may not be offered or sold in the United
States or to or for the account or benefit of a U.S. person unless
registered under the U.S. Securities Act and applicable state securities
laws or pursuant to an available exemption from, or in a transaction not
subject to, the registration requirements thereof.
Certain statements made herein constitute forward-looking statements,
including statements concerning the anticipated dates for holding the
special meeting of Stratic shareholders to consider the Arrangement, for
applying to the Court for a final order approving the Arrangement, for
completing the Arrangement and for the delisting of the Stratic shares
from the TSX Venture Exchange and the cancellation of their admission to
trading on AIM. Although the Company believes these statements to be
reasonable, the assumptions upon which they are based may prove to be
incorrect.
Completion of the Arrangement is subject to a number of conditions,
including shareholder, court and regulatory approvals and consents. The
Arrangement could be delayed if the Company is not able to obtain all
necessary approvals and consents on expected timelines, or not completed
at all if any condition to closing is not satisfied. There can be no
assurance that the Arrangement will be completed as proposed, or at all.
table border="0" valign="top"trtd align="left"bCompany:/b/td/tr trtd align="left"Kevin Watts, President and Chief Executive Officer br/John van der Welle, Chief Financial Officer br/Mark Bilsland, Chief Operating Officer /td td align="right"br/br//td td align="right"br/br//td td align="right"br/br//td td align="left" valign="top"+44 20 7766 7900br/+44 20 7766 7900br/+44 20 7766 7900 /td/tr trtd align="left" /td td align="right" /td td align="right" /td td align="right" /td td align="right" /td/tr trtd align="left"bPublic and investor relations:/b/td/tr trtd align="left"Patrick d'Ancona, M:Communications (London) br/Roger Fullerton (Canada) /td td align="right"br//td td align="right"br//td td align="right"br//td td align="left" valign="top"+44 20 7920 2347br/+1 952 929 7243/td/tr trtd align="left"Email: a href="mailto:roger.fullerton@straticenergy.com"roger.fullerton@straticenergy.com/a /td/tr trtd align="left" /td/tr trtd align="left"bFinancial advisor and NOMAD:/b/td/tr trtd align="left"David Kotler, Lazard br/Nick Fowler, Lazard /td td align="right"br//td td align="right"br//td td align="right"br//td td align="left" valign="top"+44 20 7187 2000br/+44 20 7187 2000 /td/tr trtd align="left" /td td align="right" /td td align="right" /td td align="right" /td td align="right" /td/tr trtd align="left"bWebsite: a href="http://www.straticenergy.com"www.straticenergy.com/a /b/td/tr/table