IPC Announces Results of Substantial Issuer Bid
June 29, 2022
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International Petroleum Corporation (IPC or the Corporation) (TSX, Nasdaq Stockholm: IPCO) is pleased to announce the results of its substantial issuer bid (the Offer) under which it will accept for purchase for cancellation 8,258,064 of its common shares (Shares) at a purchase price of CDN$15.50 (equivalent to approximately SEK 122 as at the expiry date of the Offer) per Share, for an aggregate purchase price of approximately CDN$128 million (equivalent to approximately SEK 1,007 million and US$100 million as at the expiry date of the Offer). Shares to be purchased under the Offer represent approximately 5.5% of the issued and outstanding Shares as at May 16, 2022, the date the Offer was commenced. Immediately following completion of the Offer, there will be 142,707,949 Shares issued and outstanding.
Mike Nicholson, IPC’s Chief Executive Officer, commented: “We are very pleased to have concluded our first Substantial Issuer Bid in line with our capital allocation framework to materially increase returns to shareholders in a higher oil price environment. IPC will be returning US$100 million to participating shareholders, with our remaining shareholders benefiting from the cancellation of the repurchased shares. We now intend to continue to distribute value to our shareholders by restarting our Normal Course Issuer Bid that has been on hold pending completion of the Offer.”
Based on the final count by Computershare Investor Services Inc., the Canadian depositary for the Offer, a total of 8,815,989 Shares were validly deposited to the Offer and not withdrawn, including 100,000 Shares that were tendered through the guaranteed delivery procedure. Payment for the Shares accepted for purchase under the Offer will occur in accordance with the terms of the Offer and applicable securities laws. As the Offer was oversubscribed, shareholders who made auction tenders at a price of CDN$15.50 or less per Share and purchase price tenders are expected to have between approximately 93.7% and 94.7% of their successfully tendered Shares purchased by IPC. The Canadian depositary will return all other Shares tendered and not purchased.
The Corporation expects to be eligible to recommence purchases under its normal course issuer bid after all Shares accepted for purchase under the Offer have been taken up.
Shareholders who hold Shares directly or indirectly through Swedish central securities depository system maintained by Euroclear Sweden AB (Euroclear) will receive a corresponding amount in Swedish Krona to the purchase price in Canadian dollars, less an amount on account of Canadian withholding taxes. The corresponding amount in Swedish Krona for the purchase price will be determined by Pareto Securities AB, the Swedish manager for the Offer, based on the available market rate on the date the purchase price is converted from Canadian dollars to Swedish Krona. The risk of any fluctuations in such foreign exchange rate, including risks relating to the particular date and time at which funds are converted, will be borne solely by the tendering shareholders who hold Shares directly or indirectly through Euroclear.
To assist shareholders in determining the tax consequences of the Offer, IPC estimates that for the purposes of the Income Tax Act (Canada) a deemed dividend in the amount of CDN$12.50 per Share will be triggered on the repurchase of each Share, based on the estimated paid-up capital of CDN$3.00 per Share as at the date the Shares are purchased for cancellation. For the purposes of subsection 191(4) of the Income Tax Act (Canada), the “specified amount” in respect of each Share is CDN$15.45. Shareholders should consult with their own tax advisors with respect to the income tax consequences of the disposition of their Shares under the Offer.
Details of the Offer are included in the formal offer to purchase and issuer bid circular dated May 11, 2022, as amended by a notice of variation dated June 8, 2022, and the amended letter of transmittal and amended notice of guaranteed delivery, which have been filed with the applicable Canadian securities regulatory authorities and made available, without charge, on SEDAR at www.sedar.com and the Corporation’s website at www.international-petroleum.com.
The information relating to the Offer contained in 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.