International Petroleum Corporation (IPC or the
Corporation) (TSX, Nasdaq Stockholm: IPCO) is pleased to announce
the terms of its substantial issuer bid (the Offer) to purchase for
cancellation up to CDN$128 million (equivalent to
approximately US$100 million and SEK 990 million) of its common
shares (Shares), commencing on May 16, 2022 and expiring at 5:00
p.m. (Eastern Standard Time) on June 28, 2022, unless varied or
withdrawn. For shareholders who hold Shares directly or indirectly
through the Swedish central securities depository system maintained
by Euroclear Sweden AB (Euroclear), the Offer will expire at 5:00
p.m. (Central European Time) on June 20, 2022, unless the Offer is
varied or withdrawn.
The Offer by IPC is being made by way of
"modified Dutch Auction", which will allow shareholders who choose
to participate in the Offer to select a price of not more than
CDN$14.00 (equivalent to approximately SEK 108.2) per Share and not
less than CDN$12.00 (equivalent to approximately SEK 92.7) per
Share (in increments of CDN$0.20 (equivalent to approximately SEK
1.55)) at which they are willing to tender all or part of their
Shares to the Offer. Upon expiry of the Offer, IPC will determine
the lowest purchase price per Share that will enable it to purchase
the maximum number of Shares tendered to the Offer, having an
aggregate purchase price not exceeding CDN$128 million. The
purchase price under the Offer will be denominated in Canadian
dollars and IPC's obligation to make payment of amounts owing to a
depositing shareholder whose Shares are taken up will be made in
Canadian dollars.
Shareholders who wish to participate in the
Offer will be able to do so through: (i) auction tenders, in
which they specify the number of Shares being tendered at a
specific price per Share; or (ii) purchase price tenders, in
which they agree to have a specified number of Shares purchased at
the purchase price to be determined pursuant to the Offer.
Shareholders who validly deposit Shares without specifying the
method in which they are tendering their Shares will be deemed to
have made a purchase price tender.
If Shares with an aggregate purchase price of
more than CDN$128 million are tendered, IPC will purchase the
Shares on a pro rata basis. All Shares tendered at or below the
finally determined purchase price will be purchased, subject to
proration, at the same purchase price determined pursuant to the
terms of the Offer. All deposited Shares not purchased, including
all Shares deposited pursuant to auction tenders at prices in
excess of the purchase price, will be returned to shareholders.
The Offer is not conditional upon any minimum
number of Shares being tendered. The Corporation expects to fund
any purchases of Shares pursuant to the Offer, including related
fees and expenses, using the Corporation's available cash on
hand.
At the minimum and maximum of the pricing range
of CDN$12.00 to CDN$14.00, the Offer will be for up to between 10.7
million Shares (approximately 7.1% of Shares currently outstanding)
and 9.1 million Shares (approximately 6.1% of Shares currently
outstanding), respectively. As of May 12, 2022, 150,966,013 common
shares of IPC are issued and outstanding and IPC holds no common
shares in treasury.
Nemesia S.à.r.l. (Nemesia), an investment
company wholly owned by a Lundin family trust, has informed IPC
that it does not intend to participate in the Offer. Nemesia
beneficially owns, directly or indirectly, or exercises control or
direction over, 40,697,533 Shares, representing approximately 27%
of the current issued and outstanding Shares.
Shareholders who hold Shares directly or
indirectly through Euroclear will receive a corresponding amount in
Swedish Krona to the purchase price in Canadian dollars, less an
amount on account of Canadian withholding taxes. The corresponding
amount in Swedish Krona for the purchase price will be determined
at a date promptly following completion of the Offer, as determined
by Pareto Securities AB (the Swedish Manager) based on the
available market rate on the date the purchase price is converted
from Canadian dollars to Swedish Krona. The risk of any
fluctuations in such foreign exchange rate, including risks
relating to the particular date and time at which funds are
converted, will be borne solely by the tendering shareholders who
hold Shares directly or indirectly through Euroclear.
All shareholders who sell Shares under
the Offer are generally expected to realize deemed dividends for
purposes of the Income Tax Act
(Canada). The amount of any such deemed dividend received
by shareholders who hold Shares directly or indirectly through
Euroclear will be subject to Canadian withholding tax at a rate of
25%, irrespective of (i) where such shareholder is resident for tax
purposes; and (ii) whether such shareholder is entitled to the
benefits of an applicable income tax treaty or convention. The
amount of any such deemed dividend received by a shareholder who is
a non-resident of Canada and who does not hold Shares directly or
indirectly through Euroclear will be subject to Canadian
withholding tax at a rate of 25% or such lower rate as may be
substantiated under the terms of an applicable income tax treaty or
convention. Shareholders are urged to evaluate carefully all
information in the Offer Documents (as defined below) and consult
their own financial, legal, investment, tax and other professional
advisors in respect of the Offer.
The Offer allows the Corporation an opportunity
to return up to CDN$128 million of capital to shareholders who
elect to tender, while at the same time increasing the
proportionate Share ownership of shareholders who elect not to
tender to the Offer. The Offer is not expected to restrict the
Corporation from pursuing further business and strategic
opportunities.
The closing price of the Shares on May 2, 2022
(the last full trading day before IPC announced its intention to
make the Offer) on the Toronto Stock Exchange (TSX) and Nasdaq
Stockholm in Sweden (Nasdaq Stockholm) was CDN$12.28 and SEK 92.65,
respectively. Further, the closing price of the Shares on May 10,
2022 (the last full trading day before the date of the Offer
Documents) on the TSX and the Nasdaq Stockholm was CDN$11.78 and
SEK 91.70, respectively. During the six months ended May 10, 2022:
(i) the closing price of the Shares on the TSX has ranged from a
low of CDN$6.32 to a high of CDN$13.15 per Share; and (ii) the
closing price of the Shares on Nasdaq Stockholm has ranged from a
low of SEK 43.8 to a high of SEK 100.0 per Share.
Details of the Offer, including instructions for
tendering Shares, will be included in the formal offer to purchase
and issuer bid circular, letter of transmittal, notice of
guaranteed delivery and other documents relating to the Offer
(collectively, the Offer Documents). The formal offer to purchase
and issuer bid circular, letter of transmittal and notice of
guaranteed delivery are expected to be mailed to shareholders,
filed with the applicable Canadian securities regulatory
authorities and made available, without charge, on SEDAR at
www.sedar.com and the Corporation's website at
www.international-petroleum.com, on or about May 16, 2022. The
Offer Documents will also be made available, without charge, on the
Corporation's website at www.international-petroleum.com on or
about May 16, 2022.
IPC has engaged BMO Nesbitt Burns Inc. (the
Canadian Dealer Manager) to serve as financial advisor and the
Canadian dealer manager for the Offer and Pareto Securities AB (the
Swedish Manager) to act as the Swedish manager for the Offer. IPC
has also engaged Computershare Investor Services Inc. (the Canadian
Depositary) to act as the Canadian depositary for the Offer and
Aktieinvest FK AB (the Swedish Issuing Agent) as issuing agent in
Sweden.
There will also be available a separate tender
form for shareholders holding Shares through Euroclear and a short
form Swedish information brochure regarding the Offer for
informational purposes. These can be obtained by contacting the
Swedish Issuing Agent. Shareholders holding Shares through
Euroclear should direct any questions or requests for information
regarding the Offer to the Swedish Issuing Agent. Non-Euroclear
shareholders should direct any such questions or requests for
information to the Canadian Depositary or the Canadian Dealer
Manager. The contact information for the Canadian Depositary, the
Swedish Manager and the Canadian Dealer Manager are set forth in
the Offer Documents.
The information relating to the Offer contained
in this press release is for informational purposes only and does
not constitute an offer to buy or the solicitation of an offer to
sell Shares. The solicitation and the offer to buy Shares pursuant
to the Offer will only be made pursuant to the Offer Documents that
are filed with the applicable Canadian securities regulatory
authorities. The Offer will not be made to, nor will tenders be
accepted from or on behalf of, holders of Shares in any
jurisdiction in which the making or acceptance of offers to sell
Shares would not be in compliance with the laws of that
jurisdiction. None of IPC, its Board of Directors or its advisors,
including the Canadian Dealer Manager, the Swedish Manager or the
Depositary, makes any recommendation to shareholders as to whether
to tender or refrain from tendering any or all of their Shares to
the Offer or the purchase price or prices at which shareholders may
choose to tender Shares. Shareholders are urged to carefully review
and evaluate all information provided in the Offer Documents, to
consult with their own tax, financial, legal, investment and other
professional advisors and to make their own decisions as to whether
to deposit Shares under the Offer and, if so, how many Shares to
deposit and the price or prices at which to deposit.
International Petroleum Corp. (IPC) is an
international oil and gas exploration and production company with a
high quality portfolio of assets located in Canada, Malaysia and
France, providing a solid foundation for organic and inorganic
growth. IPC is a member of the Lundin Group of Companies. IPC is
incorporated in Canada and IPC's shares are listed on the Toronto
Stock Exchange (TSX) and the Nasdaq Stockholm exchange under the
symbol "IPCO".
For further information, please contact:
|
Rebecca GordonVP Corporate Planning and Investor
Relationsrebecca.gordon@international-petroleum.comTel: +41 22 595
10 50 |
Or |
Robert ErikssonMedia Managerreriksson@rive6.chTel:
+46 701 11 26 15 |
The information was submitted for publication,
through the contact persons set out above, at 07:30 (Central
European Summer Time) on May 12, 2022.Important
InformationThe Offer described in this press release is
not being made to persons whose participation in the Offer (i)
requires additional disclosure of information or registration or
other measures in addition to those required under applicable
Swedish, U.S. or Canadian laws or (ii) would result in a breach of
applicable law or regulation. It is the duty of each person to
observe restrictions resulting from foreign laws. This press
release, the Offer Documents and any other documentation relating
to the Offer are not being distributed and must not be mailed or
otherwise distributed or sent in or into any country in which such
distribution or offering would require any such additional measures
to be taken or would be in conflict with any law or regulation in
such country. Any purported acceptance of the Offer resulting
directly or indirectly from a violation of these restrictions may
be disregarded.
This press release is not a prospectus or an
offer document (Sw. erbjudandehandling) in accordance with Swedish
take-over rules and regulations. The Offer described in this press
release does not constitute a take-over offer.
Forward-Looking Statements This
press release contains statements and information which constitute
"forward-looking statements" or "forward-looking information"
(within the meaning of applicable securities laws). Such statements
and information (together, forward-looking statements) relate to
future events, including the Corporation's future performance,
business prospects or opportunities and events relating to the
Offer. Actual results may differ materially from those expressed or
implied by forward-looking statements. The forward-looking
statements contained in this press release are expressly qualified
by this cautionary statement. Forward-looking statements speak only
as of the date of this press release, unless otherwise indicated.
IPC does not intend, and does not assume any obligation, to update
these forward-looking statements, except as required by applicable
securities laws.
All statements other than statements of
historical fact may be forward-looking statements. Any statements
that express or involve discussions with respect to predictions,
expectations, beliefs, plans, projections, forecasts, guidance,
budgets, objectives, assumptions or future events or performance
(often, but not always, using words or phrases such as "seek",
"anticipate", "plan", "continue", "estimate", "expect", "may",
"will", "project", "forecast", "predict", "potential", "targeting",
"intend", "could", "might", "should", "believe", "budget" and
similar expressions) are not statements of historical fact and may
be "forward-looking statements". Forward-looking statements
include, but are not limited to, statements with respect to: the
terms the Offer; including the price range and number of the Shares
IPC may purchase under the Offer; the commencement, timing and
completion of the Offer; the sources and availability of funding
for the Offer and the Corporation continuing to have sufficient
financial resources and working capital to conduct its ongoing
business and operations and to pursue its foreseeable or planned
business, future strategic direction and capital allocation
priorities.
The forward-looking statements are based on
certain key expectations and assumptions made by IPC, including
expectations and assumptions concerning: the level of shareholder
participation in the Offer; the conditions to the Offer being
satisfied or waived in a timely manner; prevailing commodity prices
and currency exchange rates; applicable royalty rates and tax laws;
interest rates; future well production rates and reserve and
contingent resource volumes; operating costs; the timing of receipt
of regulatory approvals; the performance of existing wells; the
success obtained in drilling new wells; anticipated timing and
results of capital expenditures; the sufficiency of budgeted
capital expenditures in carrying out planned activities; the
timing, location and extent of future drilling operations; the
successful completion of acquisitions and dispositions; the
benefits of acquisitions; the state of the political environment,
economy and the exploration and production business in the
jurisdictions in which IPC operates and globally; the availability
and cost of financing, labour and services; and the ability to
market crude oil, natural gas and natural gas liquids
successfully.
Although IPC believes that the expectations and
assumptions on which such forward-looking statements are based are
reasonable, undue reliance should not be placed on the
forward-looking statements because IPC can give no assurances 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. Actual results could
differ materially from those currently anticipated due to a number
of factors and risks. These include, but are not limited to:
shareholders may not participate in the Offer to the extent
anticipated by IPC, or at all; the conditions to the Offer may not
be satisfied or waived in a timely manner, or at all; the risks
associated with the oil and gas industry in general such as
operational risks in development, exploration and production;
delays or changes in plans with respect to exploration or
development projects or capital expenditures; the uncertainty of
estimates and projections relating to reserves, resources,
production, revenues, costs and expenses; health, safety and
environmental risks; commodity price fluctuations; interest rate
and exchange rate fluctuations; marketing and transportation; loss
of markets; environmental and climate‐related risks; competition;
incorrect assessment of the value of acquisitions; failure to
complete or realize the anticipated benefits of acquisitions or
dispositions; the ability to access sufficient capital from
internal and external sources; failure to obtain required
regulatory and other approvals; and changes in legislation,
including but not limited to tax laws, royalties and environmental
and abandonment regulations. Readers are cautioned that the
foregoing list of factors is not exhaustive.
Additional information on these and other
factors that could affect IPC, or its operations or financial
results, are included in IPC's annual information form for the year
ended December 31, 2021 under the heading "Risk Factors", in IPC's
management's discussion and analysis for the three months ended
March 31, 2022 under the heading "Risk and Uncertainties", in IPC's
management's discussion and analysis for the year ended December
31, 2021 under the heading "Risk and Uncertainties" and in the
other reports on file with applicable securities regulatory
authorities, including previous financial reports, management's
discussion and analysis and annual information forms, which may be
accessed through SEDAR at www.sedar.com or IPC's website at
www.international‐petroleum.com.
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