CALGARY, Alberta (March 15, 2019)– Toscana Energy Income Corporation (“Toscana” or the “Corporation”) (TSX:TEI) has delivered a redemption notice (“Notice”) to the registered holders (“Debentureholders”) of 7.25% convertible unsecured subordinated debentures due June 30, 2021 (the “Debentures”) and has delivered a copy of the Notice to Computershare Trust Company of Canada, as debenture trustee. Pursuant to the Notice, Toscana will redeem in full the outstanding principal amount of Debentures inclusive of the 3% early redemption premium (the “Redemption Price”) along with all accrued but unpaid interest up to but excluding the date of redemption (the “Redemption Date”) and the interest payment deferral amount (the “Deferral Payment”) approved by Debentureholders at the extraordinary meeting of Debentureholders held on December 14, 2018,an aggregate payment of approximately $21,965,746 (the “Redemption Amount”). The Redemption Amount will be satisfied, subject to receipt of all necessary approvals including the Toronto Stock Exchange (“TSX”), the holders of Common Shares (“Shareholders”) and Debentureholders, by the issuance of common shares (“Common Shares”) in the capital of Toscana at a price per Common Share of $0.13299 pursuant to the terms of the trust indenture between Toscana and Valiant Trust Company dated June 11, 2013, as supplemented by a supplemental trust indenture between Toscana and Computershare Trust Company of Canada dated June 30, 2018 (collectively, the “Indenture”) (the “Transaction”).
Pursuant to the Transaction, Toscana will issue approximately 165,168,194 Common Shares representing approximately 95.84% of the pro forma Common Shares outstanding upon closing of the Transaction which is expected to be on or about May 14, 2019 (the “Closing Date”). Upon closing of the Transaction and payment in full satisfaction of the Redemption Amount (such payment to be satisfied by the issuance of Common Shares), interest upon the Debentures shall cease to be payable from and after the Redemption Date.
ISSUANCE OF COMMON SHARES
Pursuant to the terms of the Indenture and subject to receipt of all necessary regulatory approvals and Debentureholder and Shareholder approvals (as discussed below), Toscana may, at its option, elect to satisfy its obligation to pay all or any portion of the Redemption Price by issuing and delivering or causing to have issued and delivered to Debentureholders on the Redemption Date, Common Shares. Such Common Shares are to be issued at a price per share being equal to 95% of the then Current Market Price (as such term is defined in the Indenture) with such Current Market Price being based on the weighted average price per share over 20 consecutive trading days ending on the fifth trading day preceding the date of the Notice. Toscana intends to seek all necessary regulatory approvals and Debentureholder and Shareholder approvals to allow for the full Redemption Amount to be satisfied with the issuance of Common Shares.
ADVANTAGES OF THE TRANSACTION
Management and the Board of Directors of Toscana (the “Board”) believe that the Transaction is in the best interests of all stakeholders, and provides a number of benefits, including the following:
- reduces financial risk for the Corporation in a difficult economic environment and simplifies the capital structure of the Corporation;
- removes the uncertainty surrounding Debenture interest payments and settlement of the Debentures upon maturity in 2021;
- reduces Toscana’s overall debt by approximately $21 million and reduces annual pro forma debenture interest burden by approximately $1.5 million, resulting in increased financial flexibility;
- positions the Corporation to attract future capital, retain staff and ultimately create more investor interest in the Corporation;
- positions the Corporation to continue with a strategic alternatives initiative that may include a corporate merger, sale or reorganization;
- allows Debentureholders to receive full face value of their Debentures even though they are trading at a substantial discount in the market;
- provides certainty with respect to the potential dilution resulting from the conversion of the Debentures into Common Shares; and
- avoids potential cross-default with senior lenders pertaining to future interest payment obligations.
BACKGROUND TO THE PROPOSAL
On April 23, 2018, Debentureholders passed an extraordinary resolution approving certain amendments to the Indenture including, among other amendments, extending the maturity date of the Debentures to June 30, 2021. Toscana’s Board has determined that the Transaction and the early redemption of the Debentures is in the best interests of the Corporation and its stakeholders given, among other considerations, that it will reduce Toscana’s overall debt and interest burden, simplify its capital structure, provide for a more orderly issuance of Common Shares to Debentureholders relative to the alternatives, provide considerable improvement in Toscana’s financial liquidity and avoids the potential of cross-default with senior lenders pertaining to the non-payment of interest.
KEY STEPS TO THE TRANSACTION
In connection with the Transaction, in addition to certain regulatory approvals, including the approval of the TSX, Toscana will require Debentureholder and Shareholder approvals, each such approval to be sought at a meeting of Debentureholders (the “Debentureholder Meeting”) and a meeting of Shareholders (the “Shareholder Meeting” and together with the Debentureholder Meeting, the “Meetings”), as applicable, such Meetings to be held consecutively. Specifically, Debentureholders will be asked at the Debentureholder Meeting, among other things, to approve certain amendments to the Indenture to allow for the payment of accrued but unpaid interest owing on the Debentures and payment of the Deferral Payment to be satisfied by the issuance of Common Shares. While the Indenture currently provides that the principal amount outstanding under the Debentures may be satisfied by issuing Common Shares upon election by the Corporation and such payment being made in accordance with the terms of the Indenture, accrued but unpaid interest may only be satisfied by a cash payment. Payment of the accrued but unpaid interest and the Deferral Payment by Toscana using Common Shares requires that the Indenture be amended accordingly. Pursuant to the Indenture, an extraordinary resolution requiring the approval of not less than 66 2/3% of Debentureholders entitled to receive notice and vote at the Debentureholder Meeting is required to approve the proposed amendment to the Indenture.
In addition, pursuant to the rules of the TSX, Shareholders will be asked at the Shareholder Meeting, among other things, to approve the Transaction on the basis that if approved and completed, the Transaction will be a transaction that “materially affects control” (as defined by the rules of the TSX) of Toscana. Pursuant to the rules of the TSX, a transaction that results in a new holding of more than 20% of the voting securities by one holder or combination of holders acting together, will be considered a transaction that “materially affects control” of the issuer requiring approval by shareholders. The Transaction, if completed as proposed, will be a transaction that “materially affects control” of Toscana thereby requiring approval by the Shareholders. In addition, pursuant to the rules of the TSX, an issuance of securities from the treasury of an issuer for cash consideration or in payment of an outstanding debt of the issuer without prospectus disclosure, in reliance on an exemption from the prospectus requirements under applicable securities laws will be considered a private placement. To satisfy the payment of accrued but unpaid interest and the Deferral Payment, Toscana will issue, in aggregate, in excess of 25% of the currently issued and outstanding Common Shares which, pursuant to the rules of the TSX, requires approval by the Shareholders. Toscana will therefore seek approval from the Shareholders at the Shareholder Meeting to allow for a transaction that will “materially affect control” of Toscana and for a private placement in which in excess of 25% of the currently issued and outstanding securities of Toscana will be issued on a private placement basis. Each of the foregoing resolutions to be considered by the Shareholders at the Shareholder Meeting require approval by a simple majority.
Further information about the Transaction, the Debentureholder Meeting and the Shareholder Meeting will be provided in an information circular expected to be mailed to Debentureholders and Shareholders entitled to receive notice of and to attend the applicable Meeting in the coming weeks, each of which will be filed and available under the electronic profile of Toscana on SEDAR as well as from the Corporation on request.
This news release contains forward‐looking statements and forward‐looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward‐looking statements or information. Forward‐looking statements and information are often, but not always, identified by the use of words such as “appear”, “seek”, “anticipate”, “plan”, “continue”, “estimate”, “approximate”, “expect”, “may”, “will”, “project”, “predict”, “potential”, “targeting”, “intend”, “could”, “might”, “should”, “believe”, “would” and similar expressions.
More particularly and without limitation, this news release contains forward‐looking statements and information concerning the redemption of the Debentures and the timing associated therewith; the issuance of Common Shares to satisfy the full Redemption Amount; the receipt of all necessary approvals including the approval of the TSX, Debentureholders and Shareholders and the timing associated with obtaining such approvals; the calling of and holding of the Debentureholder Meeting and Shareholder Meeting and the delivery of the required meeting materials to holders entitled to receive and attend such Meetings and the timing associated therewith; the closing of the Transaction and the expected timing; the number of Common Shares to be issued in satisfaction of the Redemption Amount; the advantages associated with the Transaction; and the ability of the Corporation to achieve and implement such advantages to its benefit. The forward‐looking statements and information are based on certain key expectations and assumptions made by management of the Corporation, including expectations and assumptions concerning the Transaction and the ability to implement the Transaction; assumptions concerning necessary approvals required by the Corporation from the TSX, Debentureholders and Shareholders and the ability to obtain such approvals on the terms anticipated and within the timelines required; overall assumptions concerning the financial markets and commodity markets; and overall business strategy. Although management of the Corporation believes that the expectations and assumptions on which such forward looking statements and information are based are reasonable, undue reliance should not be placed on the forward‐looking statements and information since no assurance can be given that they will prove to be correct.
Forward-looking statements and information are provided for the purpose of providing information about the current expectations and plans of management of the Corporation relating to the future. Readers are cautioned that reliance on such statements and information may not be appropriate for other purposes, such as making investment decisions. Since forward‐looking statements and information 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, 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 reserve estimates; the uncertainty of estimates and projections relating to reserves, production, costs and expenses; health, safety and environmental risks; commodity price and exchange rate fluctuations; marketing and transportation; loss of markets; environmental risks; competition; incorrect assessment of the value of acquisitions and failure to realize the anticipated benefits of acquisitions; ability to access sufficient capital from internal and external sources; failure to obtain required regulatory, Debentureholder, Shareholder and other approvals and changes in legislation, including but not limited to tax laws, royalties and environmental regulations. Accordingly, readers should not place undue reliance on the forward‐looking statements, timelines and information contained in this news release. Readers are cautioned that the foregoing list of factors is not exhaustive.
The forward‐looking statements and information contained in this news release are made as of the date hereof and no undertaking is given to update publicly or revise any forward‐looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws or the TSX. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.
About Toscana Energy Income Corporation
Toscana Energy Income Corporation is a conventional oil and gas producer with the mandate to acquire high quality, long life oil and gas assets including royalties, non-operated working interests and unitized production for yield and capital appreciation.
For further information, please contact:
Joseph S. Durante, Chief Executive Officer
Tel: (403) 410-6793
Fax: (403) 444-0090
SOURCE: Toscana Energy Income Corporation