/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
CALGARY, April 12, 2018 /CNW/ – Ensign Energy Services Inc. (“Ensign” or the “Corporation“) (TSX: ESI) is pleased to announce the closing of the second and final tranche of its non-brokered private placement (the “Offering“) of unsecured, subordinated convertible debentures of the Corporation (the “Debentures“), for gross proceeds of CAD $11.05 million. Together with the principal amount of CAD $25.95 million issued on March 29, 2018, the Corporation has now issued an aggregate principal amount of CAD $37 million of Debentures.
The terms of the Debentures remain the same as announced on March 29, 2018. The Debentures bear interest from the date of closing at 7.0% per annum, payable semi-annually in arrears, on April 1 and October 1 of each year, with the first payment of interest due on October 1, 2018. The Debentures will mature on January 31, 2022 (the “Maturity Date“).
The Debentures are convertible at the option of the holder into common shares of the Corporation (“Common Shares“) at any time prior to the close of business on the Maturity Date upon at least 61 days prior notice, at a conversion price of $7.00 per Common Share, subject to customary anti-dilution adjustments (the “Conversion Price“). Holders converting their Debentures will receive accrued and unpaid interest thereon (if any), up to, but excluding, the date of conversion.
If, on and after April 1, 2021, the closing price of the Common Shares on the Toronto Stock Exchange exceeds 125% of the Conversion Price for at least 30 consecutive trading days, the Debentures may be redeemed by the Corporation for cash, in whole or in part from time to time, on not more than 90 days and not less than 60 days prior notice, at a redemption price equal to the outstanding principal amount of the Debentures plus accrued and unpaid interest thereon (if any), up to, but excluding, the date of redemption.
The net proceeds of both tranches of the Offering will be used by the Corporation for general corporate and working capital purposes.
Early Warning Requirements
Fairfax Financial Holdings Limited (“Fairfax“), which currently owns or controls (directly or indirectly) 15,486,600 (9.86%) of the outstanding Common Shares on a non-diluted basis, acquired, through its subsidiaries, the Debentures in the principal amount of $11.05 million pursuant to this second tranche of the Offering. On a partially diluted basis, assuming conversion of the Debentures, Fairfax will own or control (directly or indirectly) 17,065,171 (10.76%) of the issued and outstanding Common Shares. The Debentures were acquired by Fairfax for investment purposes. Fairfax has no current intention to enter into any of the transactions listed in item 5 of Form F1 of National Instrument 62-103 but in the future, it may discuss such transactions with management and/or the board of directors of the Corporation and it may further purchase, hold, convert, vote, trade, dispose or otherwise deal in the securities of the Corporation, in such manner as it deems advisable to benefit from changes in market prices of the Corporation’s securities, publicly disclosed changes in the operations of the Corporation, its business strategy or prospects or from a material transaction of the Corporation, and it will also consider the availability of funds, evaluation of alternative investments and other factors. An early warning report will be filed by Fairfax in accordance with applicable securities laws and will be available on SEDAR at www.sedar.com or may be obtained directly from Fairfax upon request at 416-367-4941 (Attention: John Varnell) or at Fairfax Financial Holdings Limited, 95 Wellington Street West, Suite 800, Toronto, Ontario M5J 2N7.
U.S. Securities Laws
The Debentures and the Common Shares issuable on conversion thereof have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “1933 Act“), or any state securities laws and may not be offered or sold in the United States to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act), except pursuant to an exemption from the registration requirements of those laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, or for the account or benefit of U.S persons.
Cautionary Statements on Forward-looking Information
Certain statements in this news release constitute forward-looking statements or information (collectively referred to herein as “forward-looking statements”) within the meaning of applicable securities legislation. Forward-looking statements generally can be identified by the words “believe”, “anticipate”, “expect”, “plan”, “estimate”, “target”, “continue”, “could”, “intend”, “may”, “potential”, “predict”, “should”, “will”, “objective”, “project”, “forecast”, “goal”, “guidance”, “outlook”, “effort”, “seeks”, “schedule” or expressions of a similar nature suggesting future outcome or statements regarding an outlook. In particular, this news release contains forward-looking statements pertaining to the use of proceeds from the Offering and the additional closing of the Offering.
These forward-looking statements are subject to, and may be affected by, numerous risks and uncertainties, some of which are beyond Ensign’s control. Risks that could cause or contribute to these differences include the factors described in Ensign’s public reports and filings, which are available under Ensign’s profile at www.sedar.com. The forward-looking information contained herein is provided as at the date hereof and Ensign does not undertake update, correct or revise any forward-looking statements as a result of any new information, future events or otherwise, except as may be required by applicable law.
Ensign is a global leader in oilfield services, headquartered out of Calgary, Alberta, operating in Canada, the United States and internationally. We are 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 ensignenergy.com.
Ensign’s Common Shares are publicly traded though the facilities of the Toronto Stock Exchange under the trading symbol ESI. For further information, contact:
SOURCE Ensign Energy Services Inc.
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