TIDMCAZA
RNS Number : 9863T
Caza Oil & Gas, Inc.
04 April 2016
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
April 4, 2016
CAZA OIL & GAS ANNOUNCES PROPOSED
GOING-PRIVATE TRANSACTION
HOUSTON, TEXAS (Marketwire - April 4, 2016) - Caza Oil &
Gas, Inc. ("Caza" or the "Company") (TSX: CAZ) (AIM: CAZA)
announced today that it has called a special meeting (the
"Meeting") of shareholders to consider a proposal (the "Proposal")
by Talara Opportunities V, LP ("Talara"), the majority shareholder
of Caza, to take the Company private at a cash price of US$0.00481
per share. The proposed transaction consists of the consolidation
(the "Consolidation") of Caza's outstanding common shares on the
basis of one post-consolidation common share for 560,000,000
pre-consolidation common shares. Based on the Consolidation terms,
all shares held of record by parties other than Talara will become
fractional shares that are acquired by the Company by being rounded
down and cancelled, and in consideration therefor the holder shall
be entitled to receive payment in the amount of US$0.00481 (less
applicable withholdings, if any) for each pre-Consolidation share
held. The price of US$0.00481 per share under the Proposal is
approximately 12% higher than the upper end of the fair market
value range of the common shares determined in the independent
valuation described below.
The Consolidation is subject to shareholder approval at the
Meeting, which is scheduled to be held on April 29, 2016. All
shareholders of record as of February 29, 2016 (the "Record Date")
are entitled to receive notice of and to vote at the Meeting, on
the basis of one vote for each common share held. In connection
with the Meeting, the Company will distribute a management
information circular (the "Circular") and accompanying meeting
materials to all shareholders of record as of the Record Date. A
copy of the Circular and related materials will also be filed on
SEDAR.
The Consolidation must be approved by not less than two-thirds
of the votes cast by shareholders at the Meeting. Talara owns
approximately 95% of the outstanding common shares and has informed
Caza that it intends to vote in favour of the Consolidation. The
minority shareholder approval requirements under Multilateral
Instrument 61-101 Protection of Minority Security Holders in
Special Transactions do not apply in respect of the Consolidation
on the basis that (i) Talara, as a controlling shareholder that
already owns more than 90% of the outstanding common shares, will
indirectly acquire the Company, and (ii) an appraisal remedy is
available to holders of Common Shares pursuant to dissent rights
granted under the British Columbia Business Corporations Act.
It is anticipated that legal title to the 176,863,889 common
shares held by Caza management that were purchased from Talara in
December 2015 will be registered in Talara's name prior to the
completion of the Consolidation, although beneficial title to such
shares shall continue to be held by Caza management. Therefore, it
is anticipated that Talara and members of Caza management would
have beneficial interests of approximately 98.13% and 1.87%,
respectively, in the post-Consolidation common shares following the
Consolidation. All other common shares currently held by directors
and officers of Caza would be consolidated and "cashed out" at the
same rate of US $0.00481 per pre-consolidation share applicable to
other shareholders.
An independent committee of Caza directors (the "Special
Committee"), consisting of J. Russell Porter and Cornelius Dupre
II, retained Parkman Whaling LLC ("Parkman Whaling"), an
independent qualified valuator, to prepare a formal valuation (the
"Valuation") of the common shares in accordance with applicable
Canadian securities laws. Parkman Whaling has ascribed a fair
market value range for the common shares of between US$0.0033 and
US$0.0043 per share in the Valuation. The price of US$0.00481 per
share under the Proposal is approximately 12% higher than the upper
end of this fair market value range. The Special Committee also
engaged Sidley Austin LLP as its independent legal counsel.
In furtherance of the Proposal, Talara has delivered to the
Special Committee a requisition (the "Requisition") for a
shareholders' meeting to consider the proposed Consolidation.
Complete copies of the Valuation and the Requisition are
attached to the Circular, which will be available under Caza's
issuer profile at www.sedar.com.
If the shareholders' resolution approving the Consolidation is
passed at the Meeting, the Consolidation will take effect on such
date as may be determined by the board of directors of the Company.
It is currently anticipated that the Consolidation (if so approved)
will be completed as soon as practicable after the Meeting and
shortly before the common shares' admission to trading on the AIM
market of the London Stock Exchange plc ("AIM") is cancelled (the
"Cancellation").
Proposed Cancellation of Admission of the Company's Shares to
Trading on AIM
Following the equity financing and debt restructuring of the
Company, as announced on December 15, 2016, and as, upon completion
of the Consolidation, Talara and members of Caza management would
have beneficial interests of approximately 98.13% and 1.87% in the
Company, it is no longer considered appropriate for the Company's
common shares to be traded on the AIM market. Accordingly, the
Circular also includes a special resolution to authorize and
approve cancellation of the admission of the Common Shares to
trading on the AIM market of the London Stock Exchange plc
("Cancellation"), subject to shareholder approval of the
Consolidation. Under the AIM Rules for Companies (the "AIM Rules"),
the Cancellation can only be effected by the Company after the
passing of a resolution approved by at least 75 per cent of the
votes cast by shareholders (present in person or by proxy) in a
general meeting and the expiration of certain notice and waiting
periods prescribed by AIM Rules. Talara owns more than 90% of the
outstanding Common Shares and has advised the Company that it
intends to vote all such Common Shares in favour of the
Cancellation.
In addition to shareholder approval, and accordance with Rule 41
of the AIM Rules, the Cancellation can only be effected by the
expiration of a period of 20 Business Days (as defined in the AIM
Rules) from the date on which notice of such Cancellation is given.
In addition, a period of at least five business days following
approval of the Cancellation is required before the Cancellation
will be effective. Such notice has duly been given in this
announcement, and will be given separately to the London Stock
Exchange, and, if shareholders approve the relevant Resolution
during the forthcoming Meeting, it is expected that trading on AIM
in the common shares will cease at the close of business on May 9,
2016 with the Cancellation becoming effective at 7.00 a.m. GMT on
May 10, 2016.
Following the Cancellation, shareholders will no longer be able
to buy and sell common shares of the Company on AIM or any other
public stock market and the Company will no longer be required to
comply with the AIM Rules.
Voluntary delisting from the TSX
Upon completion of the Consolidation, Caza also intends to apply
to voluntarily delist the common shares from the Toronto Stock
Exchange ("TSX") and to terminate its reporting obligations as a
reporting issuer under Canadian securities laws. Caza is currently
subject to a delisting review by the TSX as a result of Caza's
reliance on the TSX's financial hardship exemption in connection
with the issue and sale to Talara of 9,467,419,937 common shares on
December 23, 2015. The TSX has extended the delisting review
process at the request of Caza in order to maintain trading of the
Common Shares on the TSX until such time as the Consolidation and
the subsequent voluntary delisting of the Common Shares has been
completed and in any event no later than May 16, 2016.
About Caza
Caza is engaged in the acquisition, exploration, development and
production of hydrocarbons in the following regions of the United
States of America through its subsidiary, Caza Petroleum, Inc.:
Permian Basin (West Texas and Southeast New Mexico) and Texas and
Louisiana Gulf Coast (on-shore).
For further information, please contact:
Caza Oil & Gas, Inc.
Michael Ford, CEO +1 432 682 7424 (Midland)
Richard Albro, VP Land and Secretary +1 281 363 4442 (Houston)
Cenkos Securities plc
Neil McDonald +44 131 220 6939 (Edinburgh)
Nick Tulloch +44 131 220 9772 (Edinburgh)
VIGO Communications
Chris McMahon +44 20 7830 9702
The TSX has neither approved nor disapproved the information
contained herein.
ADVISORY STATEMENT
Information in this news release that is not current or
historical factual information may constitute forward-looking
information within the meaning of securities laws. Such information
is often, but not always, identified by the use of words such as
"seek", "anticipate", "plan", "schedule", "continue", "estimate",
"expect", "may", "will", "hope", "project", "predict", "potential",
"intend", "could", "might", "should", "believe", "develop", "test",
"anticipate", "enhance" and similar expressions. In particular,
statements regarding the completion and timing of the
Consolidation, the termination of listing of the Caza's common
shares on any exchange or the termination of Caza's status as a
reporting issuer constitutes forward-looking information.
(MORE TO FOLLOW) Dow Jones Newswires
April 04, 2016 02:40 ET (06:40 GMT)
Such forward looking information is subject to certain risks,
assumptions and uncertainties, including risks and uncertainties
associated with the completion of the Consolidation and the other
matters contemplated herein. For more exhaustive information on
these risks, assumptions and uncertainties you should refer to the
Circular which will be available at www.sedar.com. You should not
place undue importance on forward-looking information and should
not rely upon this information as of any other date. While we may
elect to, we are under no obligation and do not undertake to update
this information at any particular time except as may be required
by securities laws.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCLFFSLSLIVIIR
(END) Dow Jones Newswires
April 04, 2016 02:40 ET (06:40 GMT)
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