CALGARY, AB, June 10, 2024 /CNW/ - SECURE Energy Services Inc. ("SECURE") (TSX: SES) announced today the final results of its substantial issuer bid (the "Offer"), pursuant to which it has taken up and will pay for 21,929,818 common shares (the "Shares") that were validly deposited to the Offer and not withdrawn at a price of $11.40 per Share (the "Purchase Price").
The Shares to be purchased under the Offer represent an aggregate purchase price of approximately $250 million and 8.33% of SECURE's issued and outstanding Shares before giving effect to the Offer. Immediately following the expiry of the Offer, SECURE has 241,178,567 Shares issued and outstanding.
Payment and settlement of the Shares purchased pursuant to the Offer will be effected by Odyssey Trust Company, as depositary for the Offer (the "Depositary"), in accordance with the settlement procedures described in the Offer Documents (as defined below) and applicable law.
Based on the final count by the Depositary, a total of 40,834,163 Shares were validly tendered and not withdrawn. As the Offer was oversubscribed, Shareholders who made auction tenders at the Purchase Price or purchase price tenders will have approximately 80.9% of their tendered Shares purchased by SECURE (other than "odd lot" tenders, which are not subject to proration). Any Shares not purchased under the Offer, including Shares not purchased as a result of proration or Shares tendered pursuant to auction tenders at prices higher than the Purchase Price, will be returned to Shareholders as soon as practicable by the Depositary.
For Canadian federal income tax purposes, a dividend is deemed to be paid on the repurchase of Shares under the Offer. To assist holders of Shares ("Shareholders") in determining the Canadian income tax consequences of the Offer, SECURE has determined that for purposes of the Income Tax Act (Canada) (the "Tax Act"), the paid-up capital per Share is estimated to be approximately $4.85 at the time of repurchase under the Offer. Shareholders should review the issuer bid circular dated April 29, 2024 (the "Circular") for more information, including information about the Canadian federal income tax treatment of deemed dividends (refer to Section 13 "Income Tax Considerations – Certain Canadian Federal Income Tax Considerations"). SECURE will designate the entire amount of the deemed dividend arising from its repurchase of Shares under the Offer as an "eligible dividend" for purposes of the Tax Act and any corresponding provincial and territorial tax legislation.
The "specified amount" for purposes of subsection 191(4) of the Tax Act in respect of each Share is $11.50. Shareholders should consult with their own tax advisors with respect to the income tax consequences of the disposition of their Shares under the Offer.
The full details of the Offer are described in the offer to purchase and Circular, 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.
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 timing for payment for the Shares accepted for purchase under the Offer; the relevant pro rata basis on which tendered Shares will be purchased; and the estimated paid-up capital per Share. 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.
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.
