PRECISION DRILLING ANNOUNCES FILING OF MANAGEMENT INFORMATION CIRCULAR, VIRTUAL-ONLY ANNUAL AND SPECIAL SHAREHOLDER MEETING A...
April 01 2020 - 6:23PM
Precision Drilling Corporation (“Precision” or “the Company”)
(TSX:PD; NYSE:PDS) announces today the filing and publication of
its Management Information Circular (the “Circular”) issued in
connection with the 2020 Annual and Special Meeting (the “Annual
Meeting”) and its proposed share consolidation. A copy of the
Circular can be downloaded from the Company’s SEDAR profile at
www.sedar.com and the Company’s EDGAR profile at
www.sec.gov/edgar.shtml. The Circular is also available on
Precision’s website.
Precision also announces its Annual Meeting for
holders (the “Shareholders”) of common shares (“Common Shares”) is
to be held on Thursday, May 14, 2020 at 10:00 a.m. (Mountain Time).
Precision considers the health, welfare and safety of our employees
and the communities where we operate as a foundation of our
business. Due to the novel coronavirus (“COVID-19”) and to mitigate
against any health emergency risks, the Annual Meeting will be held
in a virtual-only meeting format. The virtual-only meeting format
will provide all Shareholders an equal opportunity to participate
in the Annual Meeting regardless of their geographic location or
health emergencies they may be facing as a result of COVID-19.
The Annual Meeting can be accessed by logging in
online at https://web.lumiagm.com/227450298. As detailed in the
Circular, registered Shareholders are entitled to participate in
the Annual Meeting if they held their common shares as of the close
of business on March 25, 2020, the record date. Non-registered
(beneficial) Shareholders who wish to vote at the Annual Meeting
will be required to appoint themselves as proxyholder in advance of
the Annual Meeting by writing their own name in the space provided
on the voting instruction form provided by their intermediary,
generally being a bank, trust company, securities broker, trustee
or other institution. Registered Shareholders and duly appointed
proxyholders who participate in the Annual Meeting online will be
able to listen to the Annual Meeting, ask questions and vote, all
in real time, provided that they are connected to the internet.
Guests can listen to the Annual Meeting but will not be able to
communicate or vote. In all cases, Shareholders must follow the
instructions set out in their applicable proxy or voting
instruction forms. If you have questions regarding your ability to
participate or vote at the Annual Meeting, please contact
Computershare at 1-800-564-6253.
Proposed Share Consolidation
In addition to Precision’s customary business
items to be considered at the Annual Meeting, Shareholders will be
asked to consider, and if deemed advisable, pass a special
resolution (the “Share Consolidation Resolution”) authorizing the
Company’s board of directors (the “Board”) to determine, at its
discretion, to consolidate (or reverse split) the Company’s issued
and outstanding Common Shares as more fully described in the
Circular (the “Common Share Consolidation”). The Share
Consolidation Resolution will authorize the Board to select a
Common Share Consolidation ratio of between 5 old Common Shares for
1 new Common Share and 40 old Common Shares for 1 new Common Share.
If the Share Consolidation Resolution is approved by the
Shareholders, the Board will retain the discretion to elect not to
proceed with the Common Share Consolidation.
The Share Consolidation Resolution is a special
resolution and requires approval by not less than two-thirds (66
2/3%) of the votes cast by the Shareholders present in person, or
represented by proxy, at the Annual Meeting.
On March 25, 2020, Precision announced that the
Company received a formal notice of non-compliance from the New
York Stock Exchange (the “NYSE”) regarding share price continued
listing standards, which require a listed common stock to maintain
a minimum average closing price of US$1.00 per share for 30
consecutive trading days. For reasons outlined in the Circular, the
Company believes that curing the minimum price deficiency and
avoiding a delisting of the Common Shares from the NYSE is in the
best interests of the Company and Shareholders, and the Common
Share Consolidation is the most effective means of curing the
deficiency.
CAUTIONARY STATEMENT REGARDING
FORWARD-LOOKING INFORMATION AND STATEMENTS
Certain statements contained in this report,
including statements that contain words such as "could", "should",
"can", "anticipate", "estimate", "intend", "plan", "expect",
"believe", "will", "may", "continue", "project", "potential" and
similar expressions and statements relating to matters that are not
historical facts constitute "forward-looking information" within
the meaning of applicable Canadian securities legislation and
"forward-looking statements" within the meaning of the "safe
harbor" provisions of the United States Private Securities
Litigation Reform Act of 1995 (collectively, "forward-looking
information and statements"). In particular, this press release
includes forward-looking information and statements related to the
Common Share Consolidation.
Undue reliance should not be placed on
forward-looking information and statements. Whether actual results,
performance or achievements will conform to our expectations and
predictions is subject to a number of known and unknown risks and
uncertainties which could cause actual results to differ materially
from our expectations. Such risks and uncertainties include, but
are not limited to:
- volatility in the price and demand for oil and natural
gas;
- fluctuations in the demand for contract drilling, well
servicing and ancillary oilfield services;
- our customers’ inability to obtain adequate credit or financing
to support their drilling and production activity;
- changes in drilling and well servicing technology which could
reduce demand for certain rigs or put us at a competitive
disadvantage;
- shortages, delays and interruptions in the delivery of
equipment supplies and other key inputs;
- the effects of seasonal and weather conditions on operations
and facilities;
- the availability of qualified personnel and management;
- a decline in our safety performance which could result in lower
demand for our services;
- changes in environmental laws and regulations such as increased
regulation of hydraulic fracturing or restrictions on the burning
of fossil fuels and greenhouse gas emissions, which could have an
adverse impact on the demand for oil and gas;
- terrorism, social, civil and political unrest in the foreign
jurisdictions where we operate;
- fluctuations in foreign exchange, interest rates and tax rates;
and
- other unforeseen conditions which could impact the use of
services supplied by Precision and Precision’s ability to respond
to such conditions.
Readers are cautioned that the forgoing list of
risk factors is not exhaustive. Additional information on these and
other factors that could affect our business, operations or
financial results are included in reports on file with applicable
securities regulatory authorities, including but not limited to
Precision’s Annual Information Form for the year ended December 31,
2019, which may be accessed on Precision’s SEDAR profile at
www.sedar.com or under Precision’s EDGAR profile at www.sec.gov.
The forward-looking information and statements contained in this
news release are made as of the date hereof and Precision
undertakes no obligation to update publicly or revise any
forward-looking statements or information, whether as a result of
new information, future events or otherwise, except as required by
law.
About PrecisionPrecision is a leading provider
of safe and High Performance, High Value services to the oil and
gas industry. Precision provides customers with access to an
extensive fleet of Super Series drilling rigs supported by an
industry leading technology platform that offers innovative
drilling solutions to deliver efficient, predictable and repeatable
results through service differentiation. Precision also offers
directional drilling services, well service rigs, camps and rental
equipment all backed by a comprehensive mix of technical support
services and skilled, experienced personnel. Precision is
headquartered in Calgary, Alberta, Canada. Precision is listed on
the Toronto Stock Exchange under the trading symbol “PD” and on the
New York Stock Exchange under the trading symbol “PDS”.
For further information, please contact:
Carey Ford, CFASenior Vice President and Chief
Financial Officer713.435.6136 Dustin Honing, CPAManager, Investor
Relations and Corporate Development403.716.4515 Precision Drilling
Corporation800, 525 - 8th Avenue S.W.Calgary, Alberta, Canada T2P
1G1Website: www.precisiondrilling.com
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