Stage Holdco Announces Share Consolidation and Partial Divestment
Stage Holdco Ltd.
4 min read
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
VANCOUVER, British Columbia, Aug. 18, 2020 (GLOBE NEWSWIRE) -- Stage Holdco Ltd. (the "Company") announces completion of its previously-approved share consolidation, and the sale of a portion of its interest in Stage Completions.
Share Consolidation
At the Company's annual and special meeting held on June 17, 2020, shareholders considered and approved a 100-for-one consolidation of the outstanding Class A common shares ("Common Shares"). The consolidation was made effective upon the filing of articles of amendment on August 17, 2020, as a result of which each shareholder now holds one (1) whole post-consolidation Common Share for every 100 pre-consolidation Common Shares previously held.
No fractional shares result from the consolidation. Any fractional number of post-consolidation Common Shares arising from application of the 100-for-1 consolidation ratio to any shareholder's individual holding is rounded down to the nearest whole number, and the fractional interest is cancelled.
Letters of transmittal for the deposit of registered holdings of pre-consolidation Common Shares will be mailed on or about August 19, 2020 by Computershare Investor Services Inc. ("Computershare"), as the Company's agent for the consolidation, to registered shareholders. In order to receive a new instrument for their post-consolidation Common Shares, registered shareholders will need to deliver to Computershare a duly completed letter of transmittal, together with any original certificates representing their pre‑consolidation Common Shares, in accordance with the instructions provided in the letter of transmittal. Shareholders who validly deposit their pre-consolidation Common Shares will in turn be issued a direct registration system (DRS) advice statement evidencing their registered holding of post‑consolidation Common Shares. Additional copies of the letter of transmittal are available from Computershare by email at corporateactions@computershare.com or by phone at 1‑800‑564‑6253. A copy will also be available under the Company's issuer profile on SEDAR at www.sedar.com.
Non-registered shareholders who hold their Common Shares through a securities broker, investment dealer, bank or other intermediary should note that the intermediary's procedures for processing the consolidation may differ from those that will apply to registered shareholders, and should direct any questions they have in this regard to their intermediary.
After giving effect to the consolidation, the Company now has approximately 8.586 million Common Shares outstanding. A new CUSIP number (85255T208) and ISIN (CA85255T2083) has been assigned to the post-consolidation Common Shares.
Partial Divestment
The Company holds a minority equity interest Stage Completions ("SC"), a private Canadian technology and services business specializing in pinpoint multistage oil and gas well completions. SC recently completed a multi-step financing and internal reorganization transaction, upon completion of which the Company now holds, directly and indirectly, a 6.4% continuing equity interest in Stage Completions LP, as the parent entity of the SC group, subject to adjustment in certain circumstances. The transaction terms, which included a sale by the Company and other existing SC investors, on a proportionate basis, of a small portion of their SC equity holdings as well as an issue of new equity by SC to raise additional capital, impute a value of approximately USD $2.14 million to the Company's continuing interest (approximately CAD $2.84 million at the Bank of Canada USD/CAD exchange rate of 1.325 Canadian dollars to one U.S. dollar on August 14, 2020).
The total net amount payable for the SC equity sold directly by the Company is approximately USD $209,400. The Company also retains a 10% equity interest in a holding corporation that itself sold SC equity for a total net amount payable of approximately USD $697,900 (approximately USD $69,790 attributable to the Company's 10% share ownership). Approximately 28% of these total amounts represents the purchase price payable to the Company and such holding corporation, as applicable, on closing. A further approximately 18% of these amounts is payable within 90 days, after conclusion of a post-closing working capital and indebtedness reconciliation period and subject to any adjustments arising therefrom. The remaining approximately 54% will be payable after 24 months from closing if there are no indemnity claims under the relevant transaction agreements. The funds necessary to make these future payments, as applicable, are held in a third party escrow account.
Although the Company has no reason to believe that future instalments of the total amounts payable will not ultimately be paid as described in this news release, the amounts are subject to reduction pursuant to the post-closing working capital and indebtedness reconciliation or as a result of any indemnity claim under the relevant transaction agreements. There can be no assurance that the total amounts payable will not be reduced in accordance with the transaction agreements.
For further information, please contact:
Stage Holdco Ltd. Suite 588, 580 Hornby Street Vancouver, BC V6C 3B6 Tel: (604) 685-7450 Fax: (604) 685-7485 Email: ron@asi-accounting.com Attention: Ron Schmitz – Director and CFO
