International Petroleum Corporation Announces Results of Substantial Issuer Bid
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TORONTO, June 29, 2022 (GLOBE NEWSWIRE) — International Petroleum Corporation (IPC or the Company) (TSX, Nasdaq Stockholm: IPCO) is pleased to announce the results of its substantial tender offer (the Offer) pursuant to which it will agree to purchase for cancellation 8,258 064 of its ordinary shares (shares) at a purchase price of CDN$15.50 (equivalent to approximately SEK 122 on the expiration date of the Offer) per share, for an aggregate purchase price of approximately CDN$128 million (equivalent to approximately SEK 1,007 million and US$100 million at the expiration date of the Offer). The shares to be purchased under the offer represent approximately 5.5% of the issued and outstanding shares as of May 16, 2022, the launch date of the offer. Immediately following completion of the Offer, 142,707,949 Shares will be issued and outstanding.
Mike Nicholson, Managing Director of IPC, said: “We are very pleased to have completed our first substantial tender offer in accordance with our capital allocation framework to significantly increase shareholder returns in an environment higher oil prices. IPC will return US$100 million to participating shareholders, with our remaining shareholders benefiting from the cancellation of repurchased shares. We now intend to continue delivering value to our shareholders by re-launching our normal course issuer bid which has been on hold pending completion of the offer.
According to the final count of Computershare Investor Services Inc., the Canadian depositary of the offer, a total of 8,815,989 shares have been validly deposited under the offer and not withdrawn, of which 100,000 shares have been deposited under of the guaranteed delivery procedure. Payment for Shares accepted for purchase under the Offer will be made in accordance with the terms of the Offer and applicable securities laws. Given that the offering was oversubscribed, shareholders who made bids at a price of C$15.50 or less per share and bids at the purchase price should see between approximately 93, 7% and 94.7% of their deposited shares successfully purchased by IPC. The Canadian Custodian will return all other Shares deposited and not purchased.
The Company expects to be able to resume purchases under its normal course issuer bid after all shares accepted for purchase under the offer have been taken up.
Shareholders who hold shares directly or indirectly through the Swedish central securities depository system operated by Euroclear Sweden AB (Euroclear) will receive an amount corresponding in Swedish kronor to the purchase price in Canadian dollars, less an amount in Canadian source deductions. The corresponding amount in Swedish kronor for the purchase price will be determined by Pareto Securities AB, the Swedish offer manager, based on the market rate available on the date the purchase price is converted from Canadian dollars. in Swedish krona. The risk of fluctuations in such exchange rate, including the risks relating to the particular date and time at which funds are converted, will be borne solely by the offering shareholders who hold Shares directly or indirectly through Euroclear.
In order to assist Shareholders in determining the tax consequences of the Offer, IPC believes that for the purposes of the Offer income tax law (Canada), a deemed dividend in the amount of C$12.50 per share will be triggered upon the redemption of each share, based on the estimated paid-up capital of C$3.00 per share on the date the shares are purchased for cancellation. For the purposes of subsection 191(4) of the income tax law (Canada), the “specified amount” in respect of each share is C$15.45. Shareholders should consult their own tax advisors regarding the tax consequences of disposing of their Shares under the Offer.
Details of the offer are included in the formal offer to purchase and issuer bid circular dated May 11, 2022, as amended by notice of variation dated June 8, 2022, and in the letter of Amended Mailing and Amended Notice of Guaranteed Delivery, which have been filed with the applicable Canadian securities authorities and made available, free of charge, on SEDAR at www.sedar.com and on the Company’s website at www.international-petroleum.com.
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.
International Petroleum Corp. (IPC) is an international oil and gas exploration and production company with a portfolio of high-quality 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 Stock Exchange in Stockholm under the symbol “IPCO”.
For more information, please contact:
This information is information that International Petroleum Corporation is required to make public under the EU Market Abuse Regulation. The information was submitted for publication, through the contact persons listed above, at 8:30 a.m. (Central European Summer Time) on June 29, 2022.
This press release contains statements and information that constitute “forward-looking statements” or “forward-looking information” (within the meaning of applicable securities laws). These statements and information (collectively, forward-looking statements) relate to future events. 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 stated. IPC does not intend and undertakes no 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 statement that expresses or involves discussions regarding predictions, expectations, beliefs, plans, projections, forecasts, directions, budgets, goals, 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”, ” plan”, “predict”, “potential”, “targeting”, “intent”, “could”, “could”, “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 regarding: the number of shares deposited by way of a notice of guaranteed delivery; pro rata factor relating to Shares tendered to the Offer; the time of payment for shares accepted for purchase in connection with the Offer and the timing of the resumption of IPC’s normal course issuer bid, including the benefits and value to IPC shareholders resulting therefrom.
Forward-looking statements are based on certain key expectations and assumptions made by IPC, including expectations and assumptions regarding the number of shares properly tendered and not properly withdrawn prior to the expiration of the offer; and that Shares tendered by notice of guaranteed delivery will be delivered within the prescribed settlement period of two trading days.
Although IPC believes that the expectations and assumptions on which these forward-looking statements are based are reasonable, undue reliance should not be placed on forward-looking statements as IPC cannot guarantee that they will prove to be accurate. Because forward-looking statements address future events and conditions, they, by their very nature, 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: changes or interpretation of laws or regulations and fluctuations in exchange rates. Readers are cautioned that the above list of factors is not exhaustive.
Additional information about these and other factors that could affect IPC, its operations or financial results, is included in IPC’s Annual Information Form for the year ended December 31, 2021 under the heading “Risk Factors”, in IPC’s management report for the three months ended March 31, 2022 under “Risks and uncertainties”, in IPC’s management report for the year ended December 31, 2021 under “Risks and uncertainties” and in other reports filed with applicable securities authorities, including past financial reports, MD&A and Annual Information Forms, available through SEDAR at www.sedar.com or on IPC’s website at www.international-petroleum.com.