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Press release from CNW Group

FORT CHICAGO ENERGY PARTNERS L.P. ANNOUNCES TAKE-UP OF SHARES AND WARRANTS OF PRISTINE POWER INC., EXPIRY OF OFFER, STEPS TO ACQUIRE REMAINING SHARES AND WARRANTS NOT TENDERED, AND APPOINTMENT OF OFFICERS

Monday, November 08, 2010

FORT CHICAGO ENERGY PARTNERS L.P. ANNOUNCES TAKE-UP OF SHARES AND WARRANTS OF PRISTINE POWER INC., EXPIRY OF OFFER, STEPS TO ACQUIRE REMAINING SHARES AND WARRANTS NOT TENDERED, AND APPOINTMENT OF OFFICERS22:24 EST Monday, November 08, 2010 << /NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES./ Trading Symbol: FCE.UN Exchange: TSX >>CALGARY, Nov. 8 /CNW/ - Fort Chicago Energy Partners L.P. ("Fort Chicago") is pleased to announce that as of 5:01 p.m. (Calgary time) on November 8, 2010, 31,145,731 common shares ("Pristine Shares") and 1,637,445 common share purchase warrants ("Pristine Warrants") of Pristine Power Inc. ("Pristine"), representing approximately 86.4% of the Pristine Shares outstanding and approximately 58.2% of the Pristine Warrants outstanding, had been validly deposited pursuant to the previously announced take-over bid dated October 1, 2010 (the "Offer") of Fort Chicago to acquire all of the issued and outstanding Pristine Shares and Pristine Warrants not already owned by Fort Chicago.Fort Chicago has taken-up all of the deposited Pristine Shares and Pristine Warrants which, together with the 4,352,675 Pristine Shares and 276,000 Pristine Warrants beneficially owned by Fort Chicago, represent approximately 98.5% of the Pristine Shares outstanding and approximately 68% of the Pristine Warrants outstanding. A holder of Pristine Shares, other than a holder of Pristine Shares who is or is deemed to be a Restricted Pristine Shareholder (as defined below), whose Pristine Shares have been taken up will receive 0.2703 of a Class A limited partnership unit of Fort Chicago (a "Class A Unit") for each deposited Pristine Share and a holder of Pristine Warrants whose Pristine Warrants have been taken up will receive a cash payment in the amount of $0.02 per each deposited Pristine Warrant.In accordance with the terms of the Offer, Class A Units issuable pursuant to the Offer will not be delivered to a beneficial owner of Pristine Shares (a "Restricted Pristine Shareholder") who, for purposes of the Income Tax Act (Canada) (the "Tax Act"), is (i) a "non-resident" of Canada or a partnership which is not a "Canadian partnership", or (ii) a person an interest in which would be a "tax shelter investment". Any holder of Pristine Shares which has not indicated its status will be deemed to have indicated that it is a Restricted Pristine Shareholder. In lieu of receiving Class A Units, upon the sale by, or on behalf of, Computershare Investor Services Inc. (the "Depositary") of the Class A Units that Restricted Pristine Shareholders would otherwise have received under the Offer, each Restricted Pristine Shareholder will receive a cash payment in Canadian dollars equal to such Restricted Pristine Shareholder's pro rata portion of the proceeds of the sale of all Class A Units sold by, or on behalf of, the Depositary in connection with the Offer (net of all applicable expenses in respect of such sales, including applicable commissions, and any applicable withholding taxes). Restricted Pristine Shareholders should refer to the applicable sections in the offer and take-over bid circular of Fort Chicago dated October 1, 2010 (the "Offer Circular") for more information regarding the sale of the Class A Units on their behalf. A copy of the Offer Circular is available on the SEDAR website at www.sedar.com under Pristine's profile.As a result of taking up the Pristine Warrants tendered to the Offer, Fort Chicago will become the registered holder of approximately 68% of the outstanding Pristine Warrants. As described in the Offer Circular, Fort Chicago intends to execute an instrument in writing constituting an extraordinary resolution under the terms of the warrant indenture dated January 7, 2010 between Pristine and Olympia Trust Company, as trustee (the "Warrant Indenture") amending the terms of the Warrant Indenture and of the Pristine Warrants to provide that Pristine Warrants may be redeemed by Pristine at a price of $0.02 per Pristine Warrant at any time at the election of Pristine upon not less than 10 days notice in writing (the "Redemption Right") to the registered holders of Pristine Warrants. A copy of the supplemental indenture amending the Warrant Indenture to, among other things, give effect to the Redemption Right will be filed on the SEDAR website at www.sedar.com under Pristine's profile upon such supplemental indenture being entered into.Fort Chicago further intends to cause Pristine to issue a notice of redemption on November 9, 2010 exercising the Redemption Right to redeem the remaining Pristine Warrants outstanding as at 5:00 p.m. (Calgary time) on November 19, 2010 (the "Redemption Time") at a price of $0.02 per Pristine Warrant. Holders of Pristine Warrants who do not wish to have their Pristine Warrants redeemed must exercise their Pristine Warrants by delivering to Pristine a notice of exercise in accordance with the terms of the Warrant Indenture and ensure the notice is received by Pristine, together with the aggregate exercise price for the Pristine Warrants exercised, prior to the Redemption Time. Holders of Pristine Warrants who hold their Pristine Warrants through a broker, investment dealer, bank, trust company or other nominee should contact such nominee for assistance in exercising their Pristine Warrants.As the holders of not less than 90% of the Pristine Shares outstanding (on a fully-diluted basis), other than Pristine Shares held as at the date of the Offer by Fort Chicago or an affiliate or associate of Fort Chicago, have accepted the Offer, Fort Chicago intends to exercise its statutory rights under the Canada Business Corporations Act to acquire, at the Offer price of 0.2703 of a Class A Unit for each Pristine Share, the remaining Pristine Shares that Fort Chicago did not acquire under the Offer (the "Compulsory Acquisition"). A notice of the Compulsory Acquisition ("Notice of Compulsory Acquisition") will be sent to the remaining holders of Pristine Share on or about November 22, 2010. Holders of Pristine Shares (including any persons who acquire Pristine Shares upon the exercise of Pristine Warrants prior to the Redemption Time) will have a period of 20 days from the date of the Notice of Compulsory Acquisition is sent to indicate whether or not they are a Restricted Pristine Shareholder. Any holder of Pristine Shares which has not indicated its status within such period will be deemed to have indicated that it is a Restricted Pristine Shareholder. Holders of Pristine Shares who indicate they are not a Restricted Pristine Shareholder will receive 0.2703 of a Class A Unit for each Pristine Share acquired under the Compulsory Acquisition. In lieu of receiving Class A Units, upon the sale by, or on behalf of, the Depositary of the Class A Units that Restricted Pristine Shareholders would otherwise have received under the Compulsory Acquisition, each Restricted Pristine Shareholder will receive a cash payment in Canadian dollars equal to such Restricted Pristine Shareholder's pro rata portion of the proceeds of the sale of all Class A Units sold by, or on behalf of, the Depositary in connection with the Compulsory Acquisition (net of all applicable expenses in respect of such sales, including applicable commissions, and any applicable withholding taxes).Fort Chicago further intends to cause the Pristine Shares and Pristine Warrants to be de-listed from the Toronto Stock Exchange and cause Pristine to cease to be a reporting issuer under applicable securities laws as soon as possible.Appointment of OfficersIn connection with the acquisition of Pristine, Fort Chicago has appointed a number of the former Pristine executives to executive positions with Fort Chicago Energy Management Ltd., the general partner of Fort Chicago: << - Toby Austin will be joining Fort Chicago as Vice President, Power and will head up Fort Chicago's power business to fill the vacancy created by the retirement of John O'Rourke. Mr. Austin will fill this role on an interim basis while Fort Chicago searches for a permanent person to fill this role. - Ken Spinner has been appointed Vice President, Engineering and Construction and will be responsible for overseeing construction of power facilities, including in particular the York Energy Centre north of Toronto. - Julia Ciccaglione is being appointed Vice President, Environmental & Governmental Affairs. Ms. Ciccaglione will be responsible for all permitting and environmental matters related to Fort Chicago's power development projects. - Jim Fitzowich joins Fort Chicago as Vice President, Corporate Development - Power. Mr. Fitzowich will be joining Fort Chicago's Corporate and Business Development group, with responsibility for business development activities in Fort Chicago's power business. - Jose Menendez, based in Toronto, Ontario, has been appointed Vice President, Development - Ontario and has responsibility for the development of power projects in Ontario. - Paul Eastman, Vice President, Eastern Canadian Power Development, Fort Chicago Power Ltd., based in Sarnia, Ontario, and Jim Hinrichs, Fort Chicago U.S. Power Inc., based in San Marcos, California, remain in their current positions responsible for power operations in eastern Canada, and the western U.S., respectively. >>Mr. Stephen White, President and CEO of Fort Chicago commented: "The addition of these very experienced senior executives, along with many of the other Pristine staff who will be joining us, significantly strengthens Fort Chicago's power business and our ability to develop and operate power facilities across North America. The Pristine transaction, along with our other recent power acquisitions, represents a transformational change for Fort Chicago which we believe will be of significant benefit to our stakeholders."Tax Deferred Rollover Under the Tax ActA holder of Pristine Shares, other than a holder of Pristine Shares who is or is deemed to be a Restricted Pristine Shareholder, (an "Eligible Shareholder") and who, pursuant to the Offer, disposes of Pristine Shares in exchange for Class A Units may make a joint election with Fort Chicago pursuant to subsection 97(2) of the Tax Act and thereby obtain a full or partial tax-deferred "rollover" for the purposes of the Tax Act, depending on the Elected Amount (as defined below) and the adjusted cost base to the Eligible Shareholder of the Pristine Shares at the time of the exchange.An Eligible Shareholder making an election under subsection 97(2) of the Tax Act will be required to designate an amount (the "Elected Amount") in the election form that will be deemed to be the proceeds of disposition of the Eligible Shareholder's Pristine Shares. By designating an appropriate Elected Amount, an Eligible Shareholder may, for the purposes of the Tax Act, avoid recognizing all or any portion of the capital gain that the Eligible Shareholder would otherwise realize on the exchange.Fort Chicago intends to mail to Eligible Shareholders the applicable tax form required to make the election under subsection 97(2) of the Tax Act on or about November 10, 2010. An Eligible Shareholder who wishes to effect the disposition of Pristine Shares pursuant to subsection 97(2) of the Tax Act (or any similar provision of any provincial or territorial tax legislation) must ensure that two signed copies of the applicable tax form are received by Fort Chicago on or before January 7, 2011.For additional information on the tax election, please refer to the heading "Canadian Federal Income Tax Considerations" in the Offer Circular. A copy of the tax form required to make the election and other information about the tax election is available on Fort Chicago's website, www.fortchicago.com.This news release is neither an offer to purchase securities nor a solicitation of an offer to sell securities. The Offeror has filed a take-over bid offer and circular with Canadian securities regulatory authorities with respect to the Offer and Pristine has filed a directors' circular with respect to the Offer, containing the unanimous recommendation of the board of directors of Pristine that Pristine securityholders accept the Offer. Securityholders of Pristine are urged to read the take-over bid offer and circular, the related directors' circular and the notices of extension and variation relating to the Offer. These documents, as well as any amendments and supplements to them and any other relevant document filed or to be filed with Canadian securities regulatory authorities, contain important information relating to the Offer.Fort ChicagoFort Chicago is a publicly traded limited partnership based in Calgary, Alberta, that owns and operates energy infrastructure assets across North America. Its Class A Units are listed on the TSX under the symbol FCE.UN and its convertible unsecured subordinated debentures, Series B and convertible unsecured subordinated debentures, Series C are listed on the TSX under the symbols FCE.DB.B and FCE.DB.C, respectively. Fort Chicago is engaged in three principal businesses: a pipeline transportation business comprised of interests in two pipeline systems, the Alliance Pipeline and the Alberta Ethane Gathering System; an NGL extraction business which includes an interest in a world-class extraction facility near Chicago; and a power business with power facilities in Ontario, New York, Colorado and California, district energy systems in Ontario and Prince Edward Island, waste heat power facilities along the Alliance Pipeline in Saskatchewan and renewable power projects in British Columbia. Fort Chicago and each of its pipeline, NGL extraction and power businesses are also actively developing a number of greenfield investment opportunities that will be a key source of future growth. In the normal course of its business, Fort Chicago and each of its businesses regularly evaluate and pursue acquisition and development opportunities.Proposed Conversion to a Corporation and Change of NameOn October 25, 2010, Fort Chicago mailed out to its unitholders an information circular with respect to Fort Chicago's proposed conversion to a corporation (the "Arrangement"). Fort Chicago intends to seek approval of the Arrangement and other matters from its unitholders at a special meeting of unitholders scheduled for November 23, 2010. Fort Chicago's conversion to a corporation, named Veresen Inc., is expected to become effective on January 1, 2011. << Class A Unit Ownership Restrictions >>Fort Chicago is organized in accordance with the terms and conditions of a limited partnership agreement which provides that no Class A Units may be held by or transferred to, among other things, a person who is a "non-resident" of Canada, a person in which an interest would be a "tax shelter investment" or a partnership which is not a "Canadian partnership" for purposes of the Income Tax Act (Canada). This restriction will not apply to the securities of Fort Chicago following the conversion of Fort Chicago into a corporation.Certain information contained herein relating to, but not limited to, Fort Chicago and its businesses constitutes forward-looking information under applicable securities laws. All statements, other than statements of historical fact, which address activities, events or developments that Fort Chicago expects or anticipates may or will occur in the future, are forward-looking information. Forward-looking information typically contains statements with words such as "may", "estimate", "anticipate", "believe", "expect", "plan", "intend", "target", "project", "forecast" or similar words suggesting future outcomes or outlook. Forward-looking statements in this news release include, but are not limited to, statements with respect to Offer, the completion of the Offer and the outcome of the Offer, the redemption of the remaining Pristine Warrants, the Compulsory Acquisition, the development of greenfield investment opportunities and Fort Chicago's conversion to a corporate structure. The risks and uncertainties that may affect the operations, performance, development and results of Fort Chicago's businesses include, but are not limited to, the following factors: the ability of Fort Chicago to successfully implement its strategic initiatives and achieve expected benefits; levels of oil and gas exploration and development activity; the status, credit risk and continued existence of contracted customers; the availability and price of capital; the availability and price of energy commodities; the availability of construction services and materials; fluctuations in foreign exchange and interest rates; Fort Chicago's ability to successfully obtain regulatory approvals; changes in tax, regulatory, environmental, and other laws and regulations; competitive factors in the pipeline, NGL and power industries; operational breakdowns, failures, or other disruptions; the prevailing economic conditions in North America; and Fort Chicago's ability to secure all necessary unitholder, court and regulatory approvals in connection with its conversion to a corporate structure. Additional information on these and other risks, uncertainties and factors that could affect Fort Chicago's operations or financial results are included in its filings with the securities commissions or similar authorities in each of the provinces of Canada, as may be updated from time to time. Readers are also cautioned that the forgoing list of factors and risks is not exhaustive. The impact of any one risk, uncertainty or factor on a particular forward-looking statement is not determinable with certainty as these factors are independent and management's future course of action would depend on its assessment of all information at that time.Although Fort Chicago believes that the expectations conveyed by the forward-looking information are reasonable based on information available on the date of preparation, no assurances can be given as to future results, levels of activity and achievements. Undue reliance should not be placed on the information contained herein, as actual result achieved will vary from the information provided herein and the variations may be material. Fort Chicago makes no representation that actual results achieved will be the same in whole or in part as those set out in the forward-looking information. Furthermore, the forward-looking statements contained herein are made as of the date hereof, and Fort Chicago does not undertake any obligation to update publicly or to revise any forward-looking information, whether as a result of new information, future events or otherwise. Any forward-looking information contained herein is expressly qualified by this cautionary statement.For further information: Stephen H. White, President and C.E.O., Richard Weech, Vice President, Finance and C.F.O., David I. Holm, Executive Vice President, Corporate and Business Development; Fort Chicago Energy Partners L.P., Livingston Place, Suite 440, 222 - 3rd Avenue S.W., Calgary, AB, T2P 0B4, Phone: (403) 296-0140, Fax: (403) 213-3648, www.fortchicago.com