SYLVAN LAKE, AB, Sept. 15, 2014 /CNW/ - SSP Offshore Inc. (the
"Corporation") previously announced on September 10, 2014 that it has closed the
material transaction providing for the sale of substantially all of
the assets of the Corporation and each of the Corporation's three
operating subsidiaries (the "Asset Sale Transaction"). In
furtherance of the closing of the Asset Sale Transaction, the
Corporation announces the following:
Initial Distribution
As discussed in the Information Circular dated August 12, 2014 for the Annual & Special
Meeting held on September 9, 2014
(the "Information Circular), the Board of Directors has now
determined the amount, mechanism and timing of the Initial
Distribution (as defined in the Information Circular).
The Corporation announces that it intends to make the Initial
Distribution in the amount of US $12,822,019.70 as a reduction of the paid-up
capital of the common shares of the Corporation on a pro rata basis
to the holders (the "Shareholders") of common shares (the "Shares")
of the Corporation of record at the close of business on
September 25, 2014. The
Corporation currently has 73,268,684 Shares issued and outstanding,
and does not anticipate the issuance of any further Shares prior to
completion of the Initial Distribution. Each Shareholder of
record on such date will receive US $0.175 per Share. The Initial Distribution
is expected to take place on September 30,
2014.
Since the value of the Initial Distribution will exceed 25% of
the market value of the Shares, the TSX Venture Exchange requires
the implementation of a "due bill" trading process (an entitlement
that will be due to a Shareholder in connection with the completion
of a material event) in respect of the Initial Distribution
commencing from the opening of trading on September 23, 2014 to the close of trading on
September 30, 2014. The Shares
will commence trading on an ex-Initial Distribution basis (without
an attached "due bill" entitlement) effective from the opening of
trading on October 1, 2014.
Anyone acquiring the Shares up to and including September 30, 2014 will receive the Initial
Distribution.
The due bills will be redeemed on October
3, 2014 once all trades with attached due bills entered into
up to an including September 30, 2014
have been settled.
Post Asset Sale Transaction Corporate Changes
The Corporation further announces that, subsequent to completion
of the Asset Sale Transaction, it has adjusted the size and
composition of its Board of Directors and its management team to
reflect what it considers to be appropriate in the circumstance to
implement the ongoing winding up and dissolution process of the
Corporation discussed in the Information Circular.
The Corporation has accepted the resignation of Paul Illingworth as CEO, leaving L. Daniel Wilson (President & Corporate
Secretary) and Steve Kovar (CFO
& Treasurer) as the only remaining officers of the Corporation,
tasked with settling the outstanding affairs of the Corporation and
executing the winding up and dissolution process that is expected
result in the formal dissolution of the Corporation during the 2015
calendar year. Mr. Wilson and Mr. Kovar will provide their
services to the Corporation on a consulting basis, with
remuneration for such services to be set by the Board of
Directors.
The Corporation has also accepted the resignations of
Gary Quenan, Ian Dundas and Hugh
Parry as directors of the Corporation, leaving four
remaining directors (Paul
Illingworth, Joseph Lahey,
Philip Uhrhan and L. Daniel Wilson) to complete the ongoing
winding up and dissolution process. The Corporation wishes to
express its sincere gratitude to the three departing members of the
Board of Directors for their able service and valuable
contributions over the past number of years.
Paul Illingworth has been
appointed as the non-executive Chairman of the Board of Directors,
and has also been appointed to each of the standing committees of
the Board. Subsequent to his resignation as an officer of the
Corporation, Paul Illingworth will
qualify as an independent member of the Board of Directors along
with Joseph Lahey and Philip Uhrhan. L.
Daniel Wilson will continue to be classified as a
non-independent member of the Board of Directors as a result of his
ongoing role as an officer of the Corporation.
The Board of Directors has also suspended and discontinued
the Corporation's 2007 Stock Option Plan effective
immediately. A total of 1,940,000 in-the-money options were
exercised by optionholders subsequent to the completion of the
Asset Sale Transaction, and the Board has approved the payment by
the Corporation of between US $0.02
and US $0.025 per option to
optionholders holding out-of-the-money options as consideration for
their agreeing to the immediate cancellation of those
options. Consequently, the Corporation anticipates that it
will not have any options outstanding by September 30, 2014 and no further options will be
issued during the ongoing winding up and dissolution process.
Path Forward for the Corporation
As evidenced by the announcement herein of the Initial
Distribution and the corporate changes undertaken after closing of
the Asset Sale Transaction, the Corporation has now commenced the
plan discussed in the Information Circular that will ultimately
result in the winding up and dissolution of the Corporation.
After payment of the Initial Distribution, the Corporation has
retained such level of contingency funds from the proceeds of the
Asset Sale Transaction that it considers reasonable to deal with
budgeted costs and unforeseen liabilities up to and including the
time of formal dissolution of the Corporation. While many of
the risk factors disclosed in the Information Circular remain
applicable and may ultimately impact the amount of the Terminal
Distribution (as defined in the Information Circular) ultimately
paid by the Corporation at the time of its formal dissolution, the
Corporation believes that the guidance provided in the Information
Circular remains realistic as of the date hereof. As such,
the Corporation anticipates that the Terminal Distribution will be
paid during 2015 in an amount of approximately US $0.035 per share (representing a combined
cumulative distribution for the Initial Distribution and Terminal
Distribution of US $0.21 per share)
subject to variation upwards or downwards (i) depending on the
actual costs actually incurred by the Corporation during the
winding up and dissolution process compared to the Corporation's
current budget, and (ii) depending on nature and quantum of unknown
liabilities encountered during the process.
The Corporation has not received any further guidance from the
TSX Venture Exchange at this time as to if and when the TSXV
Venture Exchange will de-list the Corporation's shares subsequent
to the Initial Distribution, which determination remains in the
discretion of the TSX Venture Exchange.
ABOUT SSP OFFSHORE INC.
SSP Offshore is a public company listed under the symbol "SSZ"
on the TSX Venture Exchange.
FORWARD-LOOKING STATEMENTS DISCLOSURE
Certain information provided in this press release constitutes
forward-looking statements and information within the meaning of
applicable securities laws.
In respect of the forward-looking statements and information set
out in this press release, the Corporation has provided such in
reliance on certain assumptions that they believe are reasonable at
this time. The anticipated dates and distribution amounts
provided may change for a number of reasons. Accordingly, readers
should not place undue reliance on the forward-looking statements
and information contained in this press release.
Since forward-looking statements and information address future
events and conditions, by their very nature they involve inherent
risks and uncertainties. Actual results could differ materially
from those currently anticipated due to a number of factors and
risks.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES
PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX
VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR
ACCURACY OF THIS RELEASE.
SOURCE SSP Offshore (USA)
Inc.