04:22:59 EDT Wed 24 Apr 2024
Enter Symbol
or Name
USA
CA



Estrella International Energy Services Ltd (2
Symbol EEN
Shares Issued 2,994,764
Close 2016-10-21 C$ 0.135
Market Cap C$ 404,293
Recent Sedar Documents

Estrella Int'l investor acquires 10.93 million shares

2016-10-22 02:10 ET - News Release

Mr. Gonzalo Serra of Southern Cross reports

ACQUISITION OF COMMON SHARES OF ESTRELLA INTERNATIONAL ENERGY SERVICES LTD.

Ringo Holding LP, an Ontario limited partnership of which Southern Cross Latin America Private Equity Fund IV LP is the sole limited partner, has acquired 10,933,333 common shares of Estrella International Energy Services Ltd. upon the conversion of 10,933,333 Series B preference shares of the company held by the partnership in accordance with the terms of the preferred shares. The preferred shares were issued to the partnership on Nov. 1, 2013, at a price of $5 per preferred share. Following conversion of the 10,933,333 preferred shares described above, the partnership continues to hold 13,731,181 preferred shares, which have not been converted to common shares.

Prior to the conversion of the preferred shares, the partnership beneficially owned or exercised control over 1,666,667 common shares, representing approximately 55.7 per cent of the outstanding common shares on a non-diluted basis. As a result of the conversion, the partnership now beneficially owns or exercises control over 12.6 million common shares, representing approximately 90.5 per cent of the outstanding common shares on a non-diluted basis, and approximately 95.0 per cent on a fully diluted basis.

On Oct. 21, 2016, the company announced that it plans to undertake a going-private transaction to be carried out by consolidating the company's outstanding common shares on the basis of one postconsolidated common share for every 1.4 million preconsolidated common shares. The consolidation is subject to shareholder and regulatory approval. As fractional shares will not be issued in the consolidation, each holder of common shares of the company other than the partnership will receive 19 cents in cash for each common share held immediately prior to the consolidation becoming effective. After completion of the consolidation, the partnership will be the sole voting shareholder of the company, holding nine common shares. Because the partnership will hold more than 90 per cent of the outstanding common shares on the record date for the shareholder meeting to approve the consolidation, the company will be able to rely upon an exemption from the requirement to obtain minority shareholder approval under Multilateral Instrument 61-101 and Policy 5.9 of the TSX Venture Exchange. Subject to the approval of the consolidation, the company intends to file articles of amendment to effect the consolidation. Once the consolidation is completed, Estrella intends to apply to have its common shares delisted from the TSX Venture Exchange and intends to apply to cease to be a reporting issuer with the applicable securities regulatory authorities.

Depending on market conditions, the outcome of the proposed consolidation and other factors that the partnership may deem material to its investment decisions, the partnership may in the future acquire further securities of the company in the open market, pursuant to the exercise of the conversion of additional preferred shares into common shares, in privately negotiated purchases or otherwise, and may also, depending on the outcome of the consolidation and other then-current circumstances, dispose of all or a portion of the common shares, preferred shares or any other securities of the company it acquires, in one or more transactions, in each case to the extent then permitted by applicable law.

This news release is being issued under the early warning provisions of Canadian provincial securities legislation. The partnership is filing an early warning report on the company's profile on SEDAR. A copy of the early warning report can be obtained by contacting Gonzalo Alende Serra, chief administrative officer, at 54-11-5129-5400 or galendeserra@southerncrossgroup.com.

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