Pengrowth Provides Update to Exchange Listings to Align With Its New Focus
April 18 2018 - 6:30AM
Pengrowth Energy Corporation (TSX:PGF) (NYSE:PGH) today announces
that after careful consideration and in contemplation of the
previous delisting notices received by Pengrowth from the New York
Stock Exchange (NYSE), the Board of Directors of Pengrowth has
decided not to take any further steps towards the implementation of
a compliance plan, which would have included effecting a reverse
stock-split of the Company’s common stock, in order to preserve the
listing of its common stock on the NYSE. Pengrowth will continue to
be listed on the Toronto Stock Exchange (TSX) and is expected to
commence trading on the OTC Pink Market electronic quotation
service in the United States, once delisting from the NYSE is
complete.
The Company’s decision not to effect a reverse
stock-split of its common stock, or to take any other steps towards
implementation of a compliance plan, was made after the Board
concluded that the disadvantages of maintaining its listing on the
NYSE outweighed the benefits to the Company and its shareholders.
Among the factors considered were the ongoing costs and expenses,
direct and indirect, associated with having the Company’s common
stock listed on both the NYSE and the TSX, the costs of effecting a
reverse stock-split or other activity intended to achieve
compliance, and the lack of incremental benefits generated by the
dual listing for a company of Pengrowth’s size.
On December 1, 2017, Pengrowth announced that it
had received notice from the NYSE that it was no longer in
compliance with the NYSE’s continued listing standards as a result
of the average closing price of its common stock being less than
U.S.$1.00 per share over a consecutive 30 trading-day period.
Pengrowth also advised that it had a period of six months from the
date of the NYSE notification to regain compliance with the NYSE's
price listing standard. Failure to regain compliance prior to the
expiration of the six month period may result in the common stock
being subject to delisting by the NYSE. The compliance period is
expected to expire on June 1, 2018.
A delisting of the Company’s common stock from
the NYSE will not affect Pengrowth’s business operations nor will
it breach or constitute an event of default under any of
Pengrowth’s agreements with its lenders. Pengrowth continues
to be in compliance with the terms of all of those
agreements.
Pengrowth remains a publicly traded entity with
its primary listing on the TSX, where its shares will continue to
trade under the symbol PGF, independent of, and not affected by,
the status of the NYSE listing. The Company is in full compliance
with the TSX listing requirements and in light of the size of the
new Pengrowth, it is expected that the TSX listing is more than
sufficient to meet the needs of the Company. Shareholders in the
United States who hold shares with a broker are encouraged to check
with their broker as they may be able to trade their shares on the
TSX. For all other U.S. shareholders, the trading of shares in the
United States is expected to commence on the OTC Pink Market
electronic quotation service, once delisting from the NYSE is
complete.
About Pengrowth:
Pengrowth Energy Corporation is a
Canadian energy company focused on the sustainable development
and production of oil and natural gas in Western Canada from its
Lindbergh thermal oil property and its Groundbirch Montney gas
property. The Company is headquartered in Calgary, Alberta, Canada
and has been operating in the Western basin for over 28 years. The
Company’s shares trade on both the Toronto Stock Exchange under the
symbol "PGF" and on the New York Stock Exchange under the symbol
"PGH".
PENGROWTH ENERGY CORPORATIONPete SametzPresident
and Chief Executive Officer
Contact information:
Wassem KhalilManager, Investor Relations Toll
free 1-855-336-8814
For further information about Pengrowth, please
visit our website www.pengrowth.com or contact: Investor Relations,
E-mail: investorrelations@pengrowth.com
Advisories:
Caution Regarding Forward Looking
Information: This press release contains forward-looking
statements within the meaning of securities laws, including the
"safe harbour" provisions of the Canadian securities legislation
and the United States Private Securities Litigation Reform Act of
1995. Forward-looking information is often, but not always,
identified by the use of words such as "anticipate", "believe",
"expect", "plan", "intend", "forecast", "target", "project",
"guidance", "may", "will", "should", "could", "estimate", "predict"
or similar words suggesting future outcomes or language suggesting
an outlook. Forward-looking statements in this press release
include, but are not limited to, statements with respect to
Pengrowth’s decision not to implement a compliance plan
intended to preserve the listing of the common stock on the NYSE;
the potential delisting of Pengrowth’s common shares from the NYSE
and the timing thereof; a de-listing from the NYSE not affecting
Pengrowth’s business operations and does not breach or cause an
event of default under any of Pengrowth’s agreements with its
lenders; Pengrowth’s continued compliance with the terms of all of
those agreements and the continued listing and trading of
Pengrowth’s common shares on the TSX. Forward-looking statements
and information are based on current beliefs as well as assumptions
made by and information currently available to Pengrowth concerning
anticipated financial performance, business prospects, strategies
and regulatory developments. Although management considers these
assumptions to be reasonable based on information currently
available to it, they may prove to be incorrect.
By their very nature, forward-looking statements
involve inherent risks and uncertainties, both general and
specific, and risks that predictions, forecasts, projections and
other forward-looking statements will not be achieved. We caution
readers not to place undue reliance on these statements as a number
of important factors could cause the actual results to differ
materially from the beliefs, plans, objectives, expectations and
anticipations, estimates and intentions expressed in such
forward-looking statements. These factors include, but are not
limited to: changes in general economic, market and business
conditions; the volatility of oil and gas prices; fluctuations in
production and development costs and capital expenditures; the
imprecision of reserve estimates and estimates of recoverable
quantities of oil, natural gas and liquids; Pengrowth's ability to
replace and expand oil and gas reserves; geological, technical,
drilling and processing problems and other difficulties in
producing reserves; environmental claims and liabilities; incorrect
assessments of value when making acquisitions; increases in debt
service charges; the loss of key personnel; the marketability of
production; defaults by third party operators; unforeseen title
defects; fluctuations in foreign currency and exchange rates;
fluctuations in interest rates; inadequate insurance coverage;
compliance with environmental laws and regulations; actions by
governmental or regulatory agencies, including changes in tax laws;
Pengrowth's ability to access external sources of debt and equity
capital; the impact of foreign and domestic government programs and
the occurrence of unexpected events involved in the operation and
development of oil and gas properties. Further information
regarding these factors may be found under the heading "Business
Risks" in our most recent management's discussion and analysis and
under "Risk Factors" in our Annual Information Form dated February
28, 2018.
The foregoing list of factors that may affect
future results is not exhaustive. When relying on our
forward-looking statements to make decisions, investors and others
should carefully consider the foregoing factors and other
uncertainties and potential events. Furthermore, the
forward-looking statements contained in this press release are made
as of the date of this press release, and Pengrowth does not
undertake any obligation to update publicly or to revise any of the
included forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by
applicable laws. The forward-looking statements contained in this
press release are expressly qualified by this cautionary
statement.
The forward-looking statements contained in this
press release are expressly qualified by this cautionary
statement.