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Danoil Energy Ltd. — M&A Activity 1997
Jul 21, 1997
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Download source fileDANOIL ENERGY LTD.
NOTICE OF VARIATION AND EXTENSION
IN CONNECTION WITH THE OFFER TO PURCHASE DATED JUNE 14, 1997 FOR
All Outstanding Common Shares of
VINTAGE RESOURCE CORP.
TO: THE HOLDERS OF VINTAGE SHARES
AND TO: MONTREAL TRUST COMPANY OF CANADA (“DEPOSITORY”)
This Notice is given pursuant to the provisions of the Offer made by Danoil to the holders of Vintage Shares dated June 14, 1997 (the “Offer”). The defined terms of the Offer when used herein shall have the same meaning herein as they do in the Offer unless the contrary intention is expressed herein.
TAKE NOTICE THAT THE OFFER IS HEREBY VARIED AS FOLLOWS:
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All conditions of the Offer have been satisfied or waived and Danoil has taken-up and paid for Vintage Shares deposited pursuant to the Offer to date.
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The “Expiry Date” of the Offer is hereby extended to be July 31, 1997. The “Expiry Time” shall be 5:00 p.m. (Calgary time) on the Expiry Date of July 31, 1997. All other terms and conditions of the Offer, except as specifically amended hereby shall remain in full force and effect unamended.
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Unless extended, Vintage Shares may be deposited in acceptance of the Offer until 5:00 p.m. (Calgary time) on July 31, 1997.
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Danoil must take up Vintage Shares deposited pursuant to the Offer not later than ten (10) days from the date of deposit.
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Shareholders whose Vintage Shares have not been taken up and paid for prior to the issuance of this Notice may withdraw any deposited Vintage Shares at their place of deposit at any time up to an including the tenth day after the day on which this Notice is mailed, delivered or otherwise communicated, subject to abridgement of that period pursuant to such order or orders as may be granted by Canadian courts or securities regulatory authorities.
In the event that 90% of the Vintage shares are tendered to the Offer Danoil intends to proceed with a Compulsory Acquisition, of the Vintage Shares not tendered to the Offer. In the event that 90% of the Vintage shares are not tendered to the Offer, Danoil intends to proceed with a Subsequent Acquisition Transaction in connection with Vintage Shares not tendered to the Offer. Danoil will be able to count its vote of the shares that it acquired from the Shareholders pursuant to the Offer at any meeting held in connection with such Subsequent Acquisition Transaction, except for shares acquired from “related parties” which include Shareholders who tendered their Vintage shares pursuant to lock-up agreements. If the required approval is not obtained Danoil would not be able to proceed with the transaction.
The foregoing, the Circular dated June 14, 1997 in connection with the Offe and the Notice of Variation and Extension dated July 21, 1997r contain no untrue statement of a material fact and do not omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the
light of the circumstances in which it was made.
DATED at Calgary, Alberta, July 21, 1997.
DANOIL ENERGY LTD.
By: (signed) “Jack C. Lee” By: (signed) “Robert G. Brawn”
Chief Executive Officer President and Chief Financial Officer
On behalf of the Board of Directors
(signed) “Donald J. Taylor” (signed) “Gregory C. Collver”
Director Director
cc. The Alberta Stock Exchange and The Toronto Stock Exchange