RED DEER, Alberta, June 30 /PRNewswire/ --
- Conversion from Trust to Corporation overwhelmingly approved by unitholders
High Arctic Energy Services Trust (the "Trust") and High Arctic Energy Services Inc. ("HAES"), formerly known as 1310867 Alberta Ltd., are pleased to announce the completion of the Trust's conversion into a growth oriented energy services company pursuant to a court approved plan of arrangement (the "Arrangement") involving the Trust, HAES and certain other parties.
At an Annual and Special Meeting (the "Meeting") of security holders held June 28, 2007, an aggregate of 22,838,921 trust units, options and exchangeable shares, representing approximately 99.8% of the votes cast, were voted in favour of the Arrangement. In addition, an aggregate 22,075,071 of trust units and exchangeable shares, representing approximately 99.8% of the votes cast, voted in favour of the Arrangement in a separate vote.
The Arrangement resulted in the reorganization of the Trust into an energy services company operated by HAES. HAES now, directly or indirectly, owns all of the assets and has assumed all of the liabilities of the Trust. HAES has also retained the management team and personnel of the Trust, including Jed M. Wood, who will continue to act as President and Chief Executive Officer. The board of directors of HAES is identical to the board of directors of the Trust.
Pursuant to the Arrangement, holders of trust units received one common share of HAES for each trust unit held. Holders of exchangeable shares participated in the Arrangement and received HAES common shares on the same basis as the holders of trust units, based on the number of trust units which were issuable upon the exchange or conversion of such exchangeable shares immediately prior to the effective time of the Arrangement. In addition, all unexercised and outstanding options to acquire trust units, whether vested or not, were exchanged for options of HAES having substantially the same terms (including, without limitation, the same "in the money" amount, if any), other than the substitution of one HAES common share for each trust unit formerly purchasable pursuant to the option. Immediately following the Arrangement, approximately 42.4 million HAES common shares were issued and outstanding.
"High Arctic has taken a significant step in restructuring from a trust to a corporation at this time. We believe that we are at the forefront of a model that many other companies will use in their own restructuring process, as the income trust model in Canada has come to an impasse in its ability to serve growth-oriented entities such as ours", said Jed Wood, President and Chief Executive Officer. "Our conversion will further assist the company in securing long-term stability, greater liquidity and enhanced value for our shareholders. Coupled with our leading-edge technology, the conversion will allow High Arctic to continue to aggressively pursue its international growth strategy, generating greater global market share."
This news release shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities offered will not be and have not been registered under the United States Securities Act of 1933 as amended or the securities laws of any state and may not be offered or sold in the United States unless an exemption from registration is available.
Forward-Looking Statements
This news release contains forward-looking statements including with respect to the assets owned by HAES and the management of HAES. Although the Trust and HAES believe that the expectations reflected in these forward-looking statements are reasonable, undue reliance should not be placed on them and there can be no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties.
Due to the potential impact of these factors, the Trust and HAES disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by applicable law.
About High Arctic
High Arctic, through its subsidiaries, is a global provider of specialized oilfield equipment and services, including drilling, completion and workover operations. High Arctic's new underbalanced drilling technology and equipment is recognized for its ability to improve oil and gas production capabilities and is expected to develop greater acceptance in international markets. Based in Red Deer, Canada, High Arctic has Canadian operations in Alberta, British Columbia and the Northwest Territories. International operations are currently active in the Middle East and Asia.
The TSX has not reviewed and does not accept responsibility for the
adequacy or accuracy of this news release.
