Last checked at 3 Aug 2010 07:00
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Stratic Energy Corporation reaches Agreement for Sale of the Company to EnQuest PLC in Share Exchange Transaction
CALGARY and LONDON - August 3, 2010 - Stratic Energy Corporation (TSX-V: SE and AIM: SE) ("Stratic" or the "Company") has reached agreement for the proposed sale of the Company to EnQuest PLC (LSE: ENQ and NASDAQ OMX Stockholm: ENQ) ("EnQuest") in an all-share transaction pursuant to a statutory plan of arrangement (the "Arrangement"). The proposed transaction has been approved by the boards of directors of both Stratic and EnQuest.
EnQuest and Stratic have entered into a definitive agreement (the "Arrangement Agreement") providing for the terms and conditions of the proposed Arrangement, under which each Stratic common share will be exchanged for 0.089626 EnQuest ordinary shares. Based on the average closing price of the EnQuest shares on the five market days to August 2, 2010 of approximately £1.17 (approximately C$1.90 based on yesterday's closing exchange rate quoted by Reuters), the exchange ratio values each Stratic share at C$0.17, representing a 70% premium to the closing price of the Stratic shares on the TSX Venture Exchange of C$0.10. The total transaction value, including the assumption or repayment by EnQuest of Stratic's bank debt, 8.75% convertible debentures and 9% convertible notes, is approximately C$135 million.
Completion of the Arrangement is subject to a number of conditions, including approval of the Stratic shareholders by special resolution at a meeting to be held later this year, acceptance of repayment by the holders of the Company's outstanding 9% convertible notes, court approval pursuant to the arrangement provisions of the Business Corporations Act (Yukon) and receipt of all necessary regulatory consents and approvals.
EnQuest is an independent oil and gas production and development company focused on the UK Continental Shelf ("UKCS"). On 6 April 2010 EnQuest was formed from the demerged UK North Sea assets of Petrofac Limited and Lundin Petroleum AB. On listing EnQuest went into the FTSE250 index and OMX Nordix Index. Based on the closing price of the EnQuest shares on August 2, 2010 of £1.17 EnQuest's market capitalisation at close of business yesterday was approximately £900 million (C$1,470 million). Its assets include interests in the Thistle, Deveron, Heather, Broom, Don Southwest, and West Don fields. It has interests in 16 production licences covering 26 blocks or part blocks in the UKCS, of which 15 licences are operated by EnQuest. In its interim management statement dated 17 May 2010 EnQuest re-affirmed that it is on track to produce approximately 18,000 barrels of oil per day in 2010. In its prospectus dated 18 March 2010 EnQuest reported total net proved and probable oil and natural gas liquids reserves of 80.5 million barrels as at January 1, 2010 based on an independent reserves report prepared in accordance with applicable UK listing rules.
The Board of Directors of Stratic has concluded that the proposed transaction with EnQuest is in the best interests of shareholders, debenture and note holders and other creditors. This conclusion has been reached after a review of alternative options open to the Company and in the light of the Company's high debt levels, disappointing production performance, the increased difficulty in selling Crawford resulting from the uncertainty created by the operator's failed London IPO announced on July 15, 2010, and the likelihood that further bank support may be required to enable the Company to meet its obligations over the next twelve months. The Board believes that the deal provides shareholders with the opportunity to benefit from an investment in a substantial company with the financial means fully to develop Stratic's assets as part of a large portfolio of North Sea assets, which has the potential to yield further gains in value over time.
Lazard & Co., Limited ("Lazard") has acted as exclusive financial advisor to the Company in respect of this transaction and has provided a fairness opinion to the Stratic directors, a copy of which will be included in the Stratic information circular to be sent to the Stratic shareholders.
It is expected that the Company's current listings on the TSX Venture Exchange and the Alternative Investment Market of the London Stock Exchange ("AIM") will terminate upon completion of the Arrangement. The ordinary shares of EnQuest are traded on the London Stock Exchange and NASDAQ OMX Stockholm, and it is a condition to completion of the Arrangement that the EnQuest shares issuable thereunder be listed on each such exchange.
An information circular providing details with respect to the Arrangement is anticipated to be mailed to Stratic shareholders in September 2010 for a special meeting of shareholders to consider the Arrangement that is currently expected to be held in October 2010. If the Arrangement is approved by the requisite majority of 66⅔% of votes cast by Stratic shareholders, and assuming satisfaction of all other conditions, closing would be expected within a short period following the meeting.
The board of directors of Stratic has unanimously determined that the Arrangement is in the best interests of the Company and its shareholders, and has resolved to recommend approval of the Arrangement by the holders of the Stratic shares. The directors and officers of Stratic have agreed to vote in favour of the Arrangement in respect of their own shareholdings.
The outstanding 8.75% convertible debentures and 9% convertible notes of the Company are not dealt with under the Arrangement. If the Arrangement is completed the debentures and notes will continue to be unsecured debt securities of Stratic governed by the terms and conditions of their existing governing instruments. The Company understands, however, that EnQuest intends to cause Stratic to repay the outstanding debentures and notes in full following completion of the Arrangement, which is conditional on, among other things, agreement by the holders of the 9% convertible notes to accept repayment.
The Arrangement Agreement restricts the Company from soliciting or initiating any discussions regarding any other acquisition proposal, contains provisions enabling EnQuest to match competing, unsolicited proposals, and provides for Stratic to pay a termination fee of C$2.5 million to EnQuest in certain circumstances.
Further details about "EnQuest" can be found at its website www.enquest.com. For the avoidance of confusion, please note that EnQuest PLC, listed on the London Stock Exchange and on the NASDAQ OMX Stockholm, is completely unrelated to the company EnQuest Energy Services Corp. which is listed on the Toronto Stock Exchange, also under the symbol ENQ.
Financial Advisors
Lazard is acting as financial advisor to Stratic and no one else in connection with the Arrangement and will not be responsible to anyone other than Stratic for providing the protections afforded to clients of Lazard or for providing advice in relation to the Arrangement.
Reader Advisories
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release does not constitute or form part of an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, securities to any person to whom or in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities to be offered have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws, and may not be offered or sold in the United States or to or for the account or benefit of a U.S. person unless registered under the Securities Act and applicable state securities laws or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements thereof.
Certain statements made herein constitute forward-looking statements, including statements concerning the anticipated timing for sending an information circular in respect of the Arrangement to the Stratic shareholders, holding of a special meeting of Stratic shareholders, and closing the Arrangement. Although the Company believes these statements to be reasonable, the assumptions upon which they are based may prove to be incorrect.
Completion of the Arrangement is subject to a number of conditions, including shareholder, noteholder, court and regulatory approvals and consents. The Arrangement could be delayed if the Company is not able to obtain all necessary approvals and consents on expected timelines, or not completed at all if any condition to closing is not satisfied. There can be no assurance that the Arrangement will be completed as proposed, or at all.
For further information contact:
Company:
Sir Graham Hearne, Chairman +44 20 7766 7900
Kevin Watts, Chief Executive Officer +44 20 7766 7900
John van der Welle, Chief Financial Officer +44 20 7766 7900
Mark Bilsland, Chief Operating Officer +44 20 7766 7900
Public and investor relations:
Patrick d'Ancona, M:Communications (London) +44 20 7920 2347
Roger Fullerton (Canada) +1 952 929 7243
Financial advisor and NOMAD:
David Kotler, Lazard +44 20 7187 2000
Nick Fowler, Lazard +44 20 7187 2000
Joint brokers:
David Arch, Oriel Securities Limited +44 20 7710 7616
Hugh Sanderson, FirstEnergy Capital LLP +44 20 7448 0202
Website: www.straticenergy.com