Precision Drilling Corporation (“Precision” or the “Company”)
(TSX:PD; NYSE:PDS) announces that it is proceeding with a 20:1
consolidation of the common shares of the Company (the
“Consolidation”). Notice has been provided to the Toronto Stock
Exchange (“TSX”), and the New York Stock Exchange (“NYSE”) and
Precision’s common shares are expected to begin trading on the TSX
and NYSE, on a consolidated basis, on or about November 12, 2020.
At Precision’s Annual and Special Meeting of
Shareholders, held on May 14, 2020, the Company’s shareholders
approved a special resolution authorizing the Board of Directors of
the Company (the “Board”) to, in its discretion, file articles of
amendment to consolidate the common shares of the Company at a
consolidation ratio within the range of one post-consolidation
share for every five to 40 old common shares. The Board has
resolved to proceed with the Consolidation on a 20:1 ratio (one
post-consolidation share for every 20 old common shares).
Following the Consolidation, the number of
outstanding common shares of the Company will be reduced from
approximately 274.5 million outstanding common shares to
approximately 13.7 million outstanding common shares. Precision’s
shares will continue to be listed on the TSX under the symbol “PD”
and on the NYSE under the symbol “PDS”. Following the
Consolidation, the new CUSIP number for the Company’s common shares
will be 74022D407 and the new ISIN for the Company’s common shares
will be CA74022D4075.
No fractional shares will be issued pursuant to
the Consolidation. In lieu of any such fractional shares, each
registered shareholder otherwise entitled to a fractional share
following the implementation of the Consolidation will receive the
nearest whole number of post-consolidation shares. For example, any
fractional interest representing less than 0.5 of a
post-consolidation share will not entitle the holder thereof to
receive a post-consolidation share and any fractional interest
representing 0.5 or more of a post-consolidation share will entitle
the holder thereof to receive one whole post-consolidation share.
In calculating such fractional interests, all shares registered in
the name of each registered shareholder will be aggregated.
The Company’s transfer agent, Computershare
Trust Company of Canada (“Computershare”), will act as the exchange
agent for the Consolidation. On the effective date of the
Consolidation, which is expected to be November 9, 2020,
Computershare will send instructions (i.e., a Letter of
Transmittal) to shareholders who hold share certificates.
Registered shareholders who will hold at least one new
post-consolidation share will be required to exchange their old
share certificates for new share certificates, or alternatively, a
Direct Registration System (“DRS”) Advice/Statement representing
the number of new post-consolidation shares they hold following the
Consolidation. Until registered shareholders have returned their
properly completed and duly executed letter of transmittal and
surrendered their old share certificate(s) for exchange, registered
shareholders will not be entitled to receive any distributions, if
any, that may be declared and payable to holders of record
following the Consolidation.
Beneficial shareholders who hold their shares
through intermediaries (securities brokers, dealers, banks,
financial institutions, etc.) and who have questions regarding how
the Consolidation will be processed should contact their
intermediaries.
About PrecisionPrecision is a leading provider
of safe and environmentally responsible High Performance, High
Value services to the energy industry, offering customers access to
an extensive fleet of Super Series drilling rigs. Precision has
commercialized an industry-leading digital technology portfolio
known as “Alpha” that utilizes advanced automation software and
analytics to generate efficient, predictable, and repeatable
results for energy customers. Additionally, Precision offers well
service rigs, camps and rental equipment and directional drilling
services all backed by a comprehensive mix of technical support
services and skilled, experienced personnel. Precision is
headquartered in Calgary, Alberta, Canada and is listed on the
Toronto Stock Exchange under the trading symbol “PD” and on the New
York Stock Exchange under the trading symbol “PDS”.
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, forward looking information and
statements include, but are not limited to timing of completion of
the 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 weather and seasonal
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 natural 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.
For further information, please contact:
Carey Ford, CFASenior Vice President and Chief
Financial Officer713.435.6100Dustin Honing, CPAManager, Investor
Relations & Corporate Development403.716.4500Precision Drilling
Corporation800, 525 - 8th Avenue S.W.Calgary, Alberta, Canada T2P
1G1Website: www.precisiondrilling.com
Precision Drilling (NYSE:PDS)
Historical Stock Chart
From Aug 2024 to Sep 2024
Precision Drilling (NYSE:PDS)
Historical Stock Chart
From Sep 2023 to Sep 2024