CALGARY, June 26 /PRNewswire-FirstCall/ -- Focus Energy Trust ("Focus" or the "Trust") (FET.UN - TSX and FTX - TSX) is pleased to announce that unitholders of Focus and securityholders of Profico Energy Management Ltd. ("Profico") each approved today the previously announced plan of arrangement (the "Arrangement") whereby Focus will acquire the Shackleton and Southwest Saskatchewan properties of Profico, with 99.9% of the trust units voted at the Focus meeting voting in favour of the Arrangement and 100% of the securities voted at the Profico meeting voting in favour of the Arrangement. Additionally, Profico received today a final order of the Court of Queen's Bench of Alberta approving the Arrangement.
Focus unitholders also approved today the appointment of each of Mr. Clayton H. Woitas, Chairman, President and Chief Executive Officer of Profico; Mr. David P. O'Brien, Chairman of the Board of EnCana Corporation and the Royal Bank of Canada; and Mr. Jeff S. Lebbert, Vice President, Corporate Development of Profico as additional directors of the Focus board, joining Focus' existing six-member Board of Directors. In addition, Focus unitholders approved the amendment of Focus' trust unit rights incentive plan. Pursuant to the amendment, the maximum number of trust units issuable under Focus' rights incentive plan has been increased to 5% of the total issued and outstanding trust units (including trust units issuable upon exchange of outstanding exchangeable shares and exchangeable limited partnership units to be issued pursuant to the Arrangement). This amendment will enable Focus to carry out its compensation strategy which is weighted towards ownership of Focus trust units thereby aligning the interest of Focus employees with that of all Focus unitholders.
Under the terms of the Arrangement, Focus will issue up to 31 million trust units and up to 10 million limited partnership units, exchangeable for trust units on a one-for-one basis, and pay approximately $92.8 million to Profico shareholders. In addition, Focus will assume approximately $83.5 million of net debt of Profico. On completion of the Arrangement, the shareholders of Profico will own approximately 51% of the Focus trust units, calculated on a fully diluted basis. The details of the Arrangement are more fully described in the joint information circular of Focus and Profico dated May 25, 2006.
Focus Energy Trust is a natural gas weighted energy trust. Focus is committed to maintaining its emphasis on operating high-quality oil and gas properties, delivering consistent distributions to unitholders, and ensuring financial strength and sustainability.
Forward-Looking Statements - Certain information set forth in this document contains forward-looking statements. By their nature, forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond Focus' control, including the impact of general economic conditions, industry conditions, volatility of commodity prices, currency fluctuations, imprecision of reserve estimates, environmental risks, competition from other industry participants, the lack of availability of qualified personnel or management, stock market volatility and ability to access sufficient capital from internal and external sources. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. Focus' actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits Focus will derive therefrom. Focus disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
