CALGARY,
AB, June 6, 2024 /CNW/ - SECURE Energy
Services Inc. ("SECURE") (TSX: SES) announced today the preliminary
results of its substantial issuer bid (the "Offer"), pursuant to
which SECURE offered to purchase for cancellation up to
$250 million of its outstanding
common shares (the "Shares") from holders of Shares (the
"Shareholders") for cash. The Offer expired at 5:00 p.m. (Eastern time) on June 5, 2024.
In accordance with the terms and conditions of the Offer and
based on the preliminary count by Odyssey Trust Company, as
depositary for the Offer (the "Depositary"), SECURE expects to take
up and pay for approximately 21,929,819 Shares at a price of
$11.40 per Share under the Offer
(the "Purchase Price"), representing an aggregate purchase amount
of approximately $250 million and
8.33% of SECURE's issued and outstanding Shares before giving
effect to the Offer. Immediately following completion of the Offer,
SECURE expects to have 241,178,566 Shares issued and
outstanding.
Approximately 40,507,847 Shares were validly tendered and not
withdrawn pursuant to the Offer. Since the Offer was
oversubscribed, Shareholders who made auction tenders at the
Purchase Price and Shareholders who made, or were deemed to have
made, purchase price tenders will have the number of Shares
purchased prorated following the determination of the final results
of the Offer (other than "odd lot" tenders, which are not subject
to proration). SECURE currently expects that Shareholders who made
auction tenders at the Purchase Price and Shareholders who made, or
were deemed to have made, purchase price tenders will have
approximately 81.9% of their tendered Shares purchased by SECURE.
Shareholders who made auction tenders at a price in excess of the
Purchase Price should not expect to have any of their Shares
purchased by SECURE.
Payment and settlement of the Shares purchased pursuant to the
Offer will be effected by the Depositary in accordance with the
settlement procedures described in the Offer Documents (as defined
below) and applicable law.
The number of Shares validly tendered and not withdrawn, the
number of Shares expected to be purchased, the proration factor and
the Purchase Price referred to above are all preliminary and
subject to verification by the Depositary as well as the proper
delivery of all Shares tendered (including Shares tendered pursuant
to guaranteed delivery procedures). Upon take up and payment of the
Shares purchased, SECURE will issue a press release disclosing the
final results.
The full details of the Offer are described in the offer to
purchase and issuer bid circular dated April
29, 2024, as well as the related letter of transmittal and
notice of guaranteed delivery (the "Offer Documents"), copies of
which were filed and are available under SECURE's profile on SEDAR+
at www.sedarplus.com.
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.
Forward Looking Statements
This press release may contain forward-looking information
within the meaning of applicable securities regulation. The words
"may", "will", "would", "should", "could", "expects", "plans",
"intends", "trends", "indications", "anticipates", "believes",
"estimates", "predicts", "likely" or "potential" or the negative or
other variations of these words or other comparable words or
phrases, are intended to identify forward-looking statements. These
statements include, without limitation, statements
regarding the number of Shares expected to be taken up and
paid for under the Offer, the Purchase Price and the aggregate
amount SECURE expects to pay on take up and payment of tendered
Shares in connection with the Offer; the number of Shares
outstanding; the anticipated proration due to oversubscription;
expectations for Shareholders who have made auction tenders at a
price in excess of the Purchase Price; the number of Shares to be
taken up and paid for pursuant to proportionate
tenders; further communication regarding completion of the
Offer and the payment for Shares in accordance with the Offer,
including the timing thereof. SECURE believes the expectations
reflected in the forward-looking statements in this press release
are reasonable but no assurance can be given that these
expectations will prove to be correct and such forward- looking
statements should not be unduly relied upon. Forward-looking
information is based on a number of assumptions and is subject to a
number of risks and uncertainties that may cause the results or
events mentioned in this press release to differ materially from
those that are discussed in or implied by such forward-looking
information. Readers are cautioned not to place undue reliance on
these statements as a number of factors could cause actual results
to differ materially from the results discussed in these
forward-looking statements, including but not limited to those
factors referred to under the heading "Risk Factors" in SECURE's
Annual Information Form for the year ended December 31, 2023,
which is available on SEDAR+ at www.sedarplus.com.
Although forward-looking statements contained in this press
release are based upon what SECURE believes are reasonable
assumptions, SECURE cannot assure investors that actual results
will be consistent with these forward-looking statements. The
forward-looking statements in this press release are expressly
qualified by this cautionary statement. Unless otherwise required
by law, SECURE does not intend, or assume any obligation, to update
these forward-looking statements.
ABOUT SECURE
SECURE is a leading waste management and energy infrastructure
business headquartered in Calgary, Alberta. SECURE's extensive infrastructure
network located throughout western Canada and North
Dakota includes waste processing and transfer facilities,
industrial landfills, metal recycling facilities, crude oil and
water gathering pipelines, crude oil terminals and storage
facilities. Through this infrastructure network, SECURE carries out
its principal business operations, including the processing,
recovery, recycling and disposal of waste streams generated by our
energy and industrial customers and gathering, optimization,
terminalling and storage of crude oil and natural gas liquids. The
solutions SECURE provides are designed not only to help reduce
costs, but also lower emissions, increase safety, manage water,
recycle by-products and protect the environment.
SECURE's Shares trade under the symbol "SES" and are listed on
the TSX. For more information,
visit www.SECURE-energy.com.
SOURCE SECURE Energy Services Inc.
