Torquay Oil Corp Class A (TSXV:TOC.A)
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NEW YORK, Aug. 18, 2011 /CNW/ --
NEW YORK, Aug. 18, 2011 /CNW/ -
1. Name and address of the offeror:
This report is being filed on behalf of: Elliott Associates, L.P.
("Elliott Associates"), The Liverpool Limited Partnership
("Liverpool"), and Elliott International, L.P. ("Elliott
International" and, collectively with Elliott Associates and
Liverpool, the "Offeror").
The business addresses of Elliott Associates, Liverpool and
Elliott International are as follows:
c/o Elliott Management Corporation
712 Fifth Avenue
35(th) Floor
New York, New York
USA 10019
2. Designation and number or principal amount of securities and the
offeror's securityholding percentage in the class of securities of
which the offeror acquired ownership or control in the transaction
or occurrence giving rise to the obligation to file the news
release, and whether it was ownership or control that was acquired
in those circumstances:
On August 17, 2011, Liverpool and Elliott International purchased
an aggregate of 5,000 Class A Shares ("Class A Shares") of Torquay
Oil Corp. (the "Company"). As a result of the acquisition and
taking into account Class A Shares already held, the Offeror held
8,214,300 Class A Shares, representing approximately 17.3% of the
issued and outstanding Class A Shares.
3. Designation and number or principal amount of securities and the
Offeror's security holding percentage in the class of securities
immediately after the transaction or occurrence giving rise to the
obligation to file the news release:
Following the transaction described in Item 2, the Offeror will
hold 8,214,300 Class A Shares, representing approximately 17.3% of
the 47,477,000 outstanding Class A Shares.
4. Designation and number or principal amount of securities and the
percentage of outstanding securities of the class of securities
referred to in paragraph #3 over which
(a) the Offeror, either alone or together with any joint actors,
has ownership and control:
8,214,300 Class A Shares, representing approximately 17.3% of the
47,477,000 outstanding Class A Shares.
(b) the Offeror, either alone or together with any joint actors,
has ownership but control is held by other persons or companies
other than the offeror or any joint actor:
None.
(c) the Offeror, either alone or together with any joint actors,
has exclusive or shared control but does not have ownership:
None.
5. Name of the market where the transaction or occurrence that gave
rise to the news release took place:
TSX Venture Exchange
6. The value, in Canadian dollars, of any consideration offered per
security if the Offeror acquired ownership of a security in the
transaction or occurrence giving rise to the obligation to file a
news release.
$1.434 per Class A Share
7. Purpose of the Offeror and any joint actors in effecting the
transaction or occurrence that gave rise to the news release,
including any future intention to acquire ownership of, or control
over, additional securities of the reporting issuer:
The acquisition by Liverpool and Elliott International was made in
the ordinary course of its investment activities. The Offeror may
or may not purchase or sell securities of the Company in the
future on the open market or in private transactions, depending on
market conditions and other factors material to the Offeror's
investment decision.
8. The general nature and the material terms of any agreement, other
than lending arrangements, with respect to securities of the
reporting issuer entered into by the Offeror, or any joint actor,
and the issuer of the securities or any other entity in connection
with the transaction or occurrence giving rise to the news
release, including agreements with respect to the acquisition,
holding, disposition or voting of any of the securities:
Not applicable
9. Names of any joint actors in connection with the disclosure in
this news release and report of acquisition:
Paul E. Singer ("Singer") is a general partner of Elliott
Associates. Hambledon, Inc., which is controlled by Singer, is
the general partner of Elliott International. Liverpool is a
subsidiary of Elliott Associates.
10. The nature and value of the consideration paid by the Offeror:
See Item 2 above.
11. Description of any change in any material fact set out in a
previous report filed in connection with the subject securities:
See Item 2 above.
To view this news release in HTML formatting, please use the following URL: http://www.newswire.ca/en/releases/archive/August2011/18/c4810.html