Daylight Resources Trust (TSX:DAY.UN) ("Daylight" or the "Trust") is pleased to
provide operational and financial guidance for 2009 and also announce a monthly
cash distribution of Cdn$0.08 per Trust unit payable to Unitholders for each of
the months of January, February and March 2009. Based on Daylight's production
growth through 2008 and our successful hedging program for 2009, the Trust
continues to provide an attractive cash return while maintaining a meaningful
capital program and retaining a strong balance sheet. This financial flexibility
will enable us to execute on counter-cyclical acquisition opportunities as they
arise while allowing the Trust to maximize our earning potential on the
previously announced Elmworth/Peace River Arch farmins. Execution of these
opportunities will allow Daylight to grow our already extensive long-term
drilling inventory and continue to position the Trust for the future. Daylight
is also providing a fourth quarter 2008 operational update which includes
hedging and tax pool information. Fourth quarter and full year 2008 financial
and operating results are scheduled to be released on March 4, 2009.
2009 Guidance and Q4 2008 Operational Highlights
- Daylight's acquisitions and capital program for 2008 have continued to drive
growth in the Trust's production, with field estimates indicating that Daylight
exited 2008 with production in excess of 23,000 barrels of oil equivalent
("boe") per day, confirming that Daylight accomplished our 2008 annual guidance
of averaging 21,000 boe per day.
- Daylight continues to make progress in drilling the earning wells required to
maximize the opportunity associated with our Elmworth/Peace River Arch farmins.
Of the 9 gross (3.2 net) wells required, 4 wells initiated drilling during Q4
2008, with another 2 wells having commenced drilling in 2009. One of the nine
wells has been delayed into Q3 2009 with the consent of the farmor and no change
to the earning terms.
- The Trust's 2009 capital expenditure budget of $110 to $125 million will be
invested in our inventory of repeatable, low risk exploitation projects
primarily in our key growth areas of Elmworth/Peace River Arch and West Central.
Daylight will continue to monitor commodity prices as 2009 progresses and will
target a balanced approach to our distribution and capital program. Daylight's
staff continues to build drilling inventory beyond the 2009 capital budget to
allow the Trust the flexibility to increase drilling activity in the future as
budget and commodity price levels dictate.
- Daylight's 2009 drilling budget will continue to exploit the successful
horizontal drilling and innovative completion technologies that contributed to
our operational success in 2008. Our focus will be on drilling wells that will
maximize the land earning opportunities associated with our above mentioned
farmins. In addition, the Trust's budget will focus on recompleting wells in our
West Central area and our newly acquired Elmworth lands, utilizing the
technologies mentioned above on existing wells.
- Daylight's current assets are expected to deliver 22,000 to 23,000 boe per day
for 2009, weighted 69% to natural gas and 31% to oil and natural gas liquids
("NGLs"), an increase of 5% to 10% respectively over guided 2008 production
levels.
- Daylight's operating costs are expected to improve to approximately $11.50 per
boe for 2009 as compared to approximately $12.00 per boe estimated for 2008.
- Daylight's royalty expense for 2009 under the Province of Alberta's New
Royalty Framework is estimated at 22.5% based on commodity prices of US$50.00
per barrel WTI for light oil and Cdn$7.00 per thousand cubic feet ("mcf") AECO
for natural gas with an exchange rate of US$0.80 per Cdn$1.00.
- The Trust's hedging activities have locked in approximately 43% of Daylight's
2009 total estimated combined production volumes which will provide important
protection to our funds from operations for the year. Daylight's hedges for
natural gas at Cdn$8.00 per mcf AECO and at a minimum floor price of Cdn$110.00
per barrel WTI for light oil, provide prices substantially higher than current
2009 strip pricing for natural gas of approximately Cdn$6.50 per mcf AECO and
approximately Cdn$63.00 per barrel WTI for light oil. The mark to market value
of our financial instruments was approximately $71.5 million at December 31,
2008.
- Daylight's 2009 cash distributions and capital program will be balanced to
provide an appropriate distribution level and a meaningful capital program while
maintaining a strong balance sheet. During 2008, Daylight diligently pursued a
policy of prudent financial management ensuring that our distributions and
capital expenditures stayed in balance with our funds from operations. This
bottom line approach resulted in Daylight operating with one of the better
payout ratios in the sector and positioned the Trust to take advantage of the
recent downturn in commodity prices by executing on several transactions in the
second half of 2008 that will ensure the long term prospects for our
Unitholders. Daylight will continue this approach in 2009.
- Daylight expects our tax pools to be in excess of $875 million at year-end
2008. Current safe harbour capacity for the issuance of $1.0 billion of new
equity plus our strong balance sheet and unutilized debt capacity provide the
financial flexibility to allow the Trust to execute on counter-cyclical
acquisition opportunities as they arise. The Trust has approximately $130
million available on our $350 million credit facility, complemented by our
significant Safe Harbour capacity to issue new equity, that may be utilized to
execute on these acquisition opportunities.
2009 GUIDANCE
Capital Expenditures
The 2009 capital program reflects Daylight's continued investment in repeatable,
low risk exploitation activities in each of our core areas. While the main focus
of our capital program in 2009 will be in the Elmworth/Peace River Arch area,
the main driver of our strong operational performance in 2008, the Trust will
continue to execute meaningful projects in our other high quality assets. In our
West Central property, we will utilize our innovative completion technologies on
a number of Cretaceous natural gas horizons and complete our first Montney well,
drilled during the fourth quarter of 2008. Also in the West Central area, our
successful farmout to an industry partner in our Obed property continues, with
our partner indicating the potential for an additional 3 to 4 wells to be
drilled in 2009 with minimal incremental capital cost to Daylight. Highly
successful production optimization projects in our East business unit will
continue to add strong value as well. Capital has been allocated to each of our
core areas with the following geographic locations, geological zones and
commodity targets:
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2009 Capital Geographic Geological Zone & Commodity
Core Area Allocation Location Target
----------------------------------------------------------------------------
Cadomin (Horizontal) - Natural
Peace $75 - $80 Elmworth Gas and Uphole Cretaceous
River Arch million Bilbo / Wapiti (Multi-zone) - Natural Gas
----------------------------------------------------------------------------
Pine Creek
Kaybob Cretaceous (Multi-zone) -
West $25 - $30 Obed Natural Gas and Montney -
Central million Medicine Lodge Natural Gas (Horizontal)
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East & $10 - $15 Wildmere Lloydminster - Heavy Oil
South million Sylvan Lake Edmonton - Natural Gas
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Included in the drilling budget are 5 gross (1.7 net) wells required to complete
the drilling under farmin arrangements in Elmworth and Bilbo as previously
announced by Daylight. These wells, combined with the 4 gross (1.5 net) wells
drilled under this arrangement in Q4 2008, will allow the Trust to maximize its
earning under this farmin arrangement. In addition to these earning wells on the
farmin lands, a portion of Daylight's capital program will be allocated to
uphole Cretaceous and Cadomin completions on existing vertical and horizontal
wells on lands acquired in our previously announced Q4 2008 Elmworth
acquisition. This will allow the Trust to add production and reserves to the
acquired assets at attractive metrics using the combination of technologies
utilized by Daylight in the Elmworth property.
In addition to the capital expenditure program, Daylight also expects asset
retirement expenditures of approximately $4 million to be incurred during 2009.
Production Volumes
Production volumes are expected to average between 22,000 and 23,000 boe per day
during 2009. The composition of our 2009 production volumes is expected to be
derived approximately 69% from natural gas and 31% from oil and natural gas
liquids (light oil, heavy oil and NGLs).
Financial
In 2009 Daylight will continue with our policy of balancing our distributions
and capital program with our funds from operations. Given the uncertainty with
respect to go forward commodity prices, mitigated by our very successful 2009
hedging program, the Trust has declared a Cdn$0.08 per Trust unit monthly
distribution for Q1 2009. Daylight has also guided towards a capital budget for
2009 in the range of $110 - $125 million, with actual expenditures for the year
to be determined as we monitor commodity prices through 2009 and the resulting
impact on the Trust's funds from operations. Based on our budgeted production
and commodity price assumptions for 2009 of US$50.00 per barrel WTI for light
oil and Cdn$7.00 per mcf AECO for natural gas with an exchange rate of US$0.80
per Cdn$1.00, the Trust can maintain distributions at Cdn$0.08 per Trust unit
and execute our budgeted capital program for full year 2009 while remaining
within our budgeted funds from operations. Utilizing this conservative and
prudent approach to our business will allow the Trust to maintain a strong
balance sheet and retain considerable debt capacity to execute on strategic
transactions as they become available.
Daylight expects operating costs of approximately $11.50 per boe during 2009.
This represents an improvement from guided 2008 operating costs of $12.00 per
boe primarily due to increased production at Daylight's lower operating cost
properties within the Peace River Arch.
Daylight expects combined royalty rates of approximately 22.5% of revenue (prior
to the impact of hedging) during 2009 based on the above noted commodity price
budget assumptions. This increase relates to the implementation of the Province
of Alberta's New Royalty Framework on January 1, 2009. The impact of the New
Royalty Framework for 2009 has a negative impact on the Trust's funds from
operations and resulted in a greater reduction in distributions than otherwise
would have been necessary.
Daylight actively manages the marketing of our commodities to obtain the highest
available price for our production and to pursue opportunities which enhance
economics and provide financial certainty whenever possible. Daylight also
manages the related transportation of our commodities and expects 2009
transportation expenses to be approximately $1.00 per boe.
Daylight is actively engaged in managing and operating its assets with a team of
high-end technical and business execution professionals. Investing in these
teams is necessary to generate value through our prospect inventory, play
development, technical operations and production management. Daylight expects
cash general & administrative charges to remain flat during 2009 compared to
2008 actuals of approximately $2.25 per boe.
Daylight has budgeted cash financial charges based on an estimated realized
interest rate of 4.25% for our bank debt, 8.5% for our Series A and Series B
convertible debentures outstanding and 10.0% for our Series C convertible
debentures outstanding which results in cash financial charges of approximately
$3.00 per boe. Daylight does not expect to incur cash taxes during 2009.
2009 Guidance Summary
Capital Expenditures (millions)
----------------------------------------------------------------------------
Land, geological and geophysical $ 12 - 15
Drill, complete and recomplete 70 - 80
Equipping and facilities 28 - 30
----------------------------------------------------------------------------
Total $ 110 - 125
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----------------------------------------------------------------------------
Production Volumes
----------------------------------------------------------------------------
Average daily production (boe/d) 22,000 to 23,000
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Mid point of guidance:
----------------------------------------------------------------------------
Natural gas (mcf/d) 93,300
----------------------------------------------------------------------------
Light oil (bbls/d) 3,800
Heavy oil (bbls/d) 2,200
NGLs (bbls/d) 950
----------------------------------------------------------------------------
Oil & NGLs (bbls/d) 6,950
----------------------------------------------------------------------------
Combined (boe/d) 22,500
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Financial
----------------------------------------------------------------------------
Royalties (% of revenue) 22.5% (1)
Operating expenses (per boe) $ 11.50
Transportation (per boe) $ 1.00
----------------------------------------------------------------------------
General & administration charges - cash (per boe) $ 2.25
Cash financial charges (per boe) $ 3.00
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1) Based on our budget commodity price assumptions for 2009 of US$50.00 per
barrel WTI for light oil and Cdn$7.00 per mcf AECO for natural gas with
an exchange rate of US$0.80 per Cdn$1.00.
Fourth Quarter 2008 Operational Update
Daylight's field estimated exit production volumes for 2008 exceeded 23,000 boe
per day which establishes a solid entry point for the Trust in 2009. In
addition, Daylight drilled 4 gross (1.5 net) wells in support of our previously
announced Elmworth and Bilbo farmin, putting the Trust well on its way towards
meeting our farmin commitment of 9 gross (3.2 net) wells to allow us to maximize
our earning opportunity on these assets. At Elmworth during Q4 2008, Daylight
initiated drilling on 2 gross (0.9 net) of the 3 gross (1.4 net) wells required
to earn a 45% working interest ("WI") in six sections of land. Daylight
initiated drilling on the final Elmworth well during Q1 2009. At Bilbo during Q4
2008, Daylight initiated drilling on 2 gross (0.6 net) of the 6 gross (1.8 net)
wells required to earn a 30% WI in 36 sections of land. Daylight initiated
drilling on the third Bilbo well during Q1 2009 and anticipates completing the
remainder of the drilling as required under the farmout agreement; however, one
of the six Bilbo wells has been delayed into Q3 2009, with the consent of the
farmor and no change to the earning terms. Daylight anticipates meeting all of
the requirements of the farmins. Preliminary results of the drilling to date
have indicated that the geological model used by Daylight during the assessment
of these farmin lands was valid and we expect completion operations to begin
shortly.
On the acquired Elmworth lands, from the transaction announced on November 26,
2008, Daylight is producing an additional 250 boe per day from the tie-in of a
standing well acquired in the transaction. Completion operations to capture
additional upside opportunity identified during the transaction evaluation are
currently underway.
In addition to the farmin related drilling, Daylight also participated in our
first Montney horizontal well in the Kaybob area (WI = 17%) with encouraging
results. Initial natural gas test flow rates from the completion of this well
are in excess of Daylight's expected initial gross production rates of 2.0 to
3.5 mmcf per day. This key Montney evaluation well resides within a Daylight
land base of several townships of land (typical WI of 17% to 25%) and will
provide very valuable information as our technical team evaluates the potential
impact on our West Central drilling inventory. In Obed, Daylight's industry
leading farmout partner continues to execute on the previously announced
strategic farmout with an additional two earning wells drilled during Q4 2008.
During the fourth quarter of 2008, Daylight's average production volumes are
estimated at 21,800 boe per day. Daylight's bank debt at the end of 2008 was
approximately $220 million on our $350 million credit facility which results in
approximately $130 million of undrawn and available funds at year-end.
Daylight 2009 Strategy
During 2009, Daylight plans to expand upon the successful results generated
during 2008. Over the last year and a half, Daylight has developed a unique
application of technologies in the Elmworth/Peace River Arch area. The Trust has
utilized horizontal drilling and multi-stage hydraulic fracturing technologies
combined with innovative uphole completion techniques on the overlying
Cretaceous zones to successfully exploit our Elmworth property. Production in
the Elmworth area has increased from under 150 boe per day prior to commencement
of drilling operations in mid-2007 to over 4,000 boe per day as the Trust exits
2008, based on our highly successful drilling operations combined with our
recent strategic acquisitions in the area. With the success of this program,
Daylight embarked on an aggressive strategy of expanding our land base in the
area. The Trust was very successful in this effort, increasing our land holdings
from 4.8 net sections to a potential 92.8 net sections between December 2007 and
year-end 2008. This considerable expansion was accomplished through a series of
transactions including both acquisitions and farmins. These transactions have
made a significant contribution to creating an unrisked opportunity to develop
up to 1 trillion cubic feet (167 million boe) of potential natural gas on
Daylight's Peace River Arch lands.
Our primary task during 2009 will be to consolidate and expand upon this
potential through the drilling of a majority of our earning wells, allowing us
to maximize the potential of our farmin opportunities and embark upon the
initial development of our newly acquired lands in the Elmworth area.
Throughout 2008, Daylight was very careful to preserve the integrity of our
balance sheet. Entering 2009, Daylight has retained considerable capacity in our
bank lines through the strategic divestiture of an oil asset during a period of
record high oil prices, a conservative distribution policy, a highly successful
hedging program and a $75 million convertible debenture issue during Q4 2008.
Currently, the Trust has approximately $130 million available on our existing
bank lines, complemented by our significant Safe Harbour capacity to issue new
equity, to pursue additional opportunities to further consolidate our future
growth opportunity during a challenging commodity price cycle.
Our balanced approach to our distribution and capital program for 2009 will
allow the Trust to continue creating value for our Unitholders, not only through
distribution payments, but through the execution of a capital program designed
to grow annual production while positioning the Trust for a strong future with
an expanding opportunity base.
Daylight's highly skilled and proven business execution professionals are
working closely with our high-end technical teams as we actively pursue multiple
value-add acquisition opportunities for execution during 2009. Daylight is very
well positioned to acquire additional high quality oil and natural gas assets
given our strong performance throughout 2008. Daylight's position is further
enhanced by our valuable tax pools which are expected to exceed $875 million and
our current safe harbour capacity to issue $1.0 billion of new equity while
remaining a distribution paying Trust entity. The current challenging
environment for the oil and natural gas sector provides an attractive
opportunity to acquire additional assets at better acquisition metrics than have
occurred in recent years. Daylight expects to be a consolidator of oil and gas
entities throughout 2009 and beyond. Our 2009 guidance does not include the
impact of potential acquisition activity and Daylight would expect to update our
guidance in situations where a significant acquisition was announced.
Daylight's updated January 2009 corporate presentation is posted and available
on our website at www.daylightenergy.ca.
Cash Distributions
Daylight is providing a first quarter 2009 cash distribution to Unitholders of
$0.08 per unit per month based on our 2009 guidance, stable production volumes
and existing hedging program as follows:
----------------------------------------------------------------------------
Distribution Payment Distribution
Record Date Ex-Distribution Date Date Per Unit
----------------------------------------------------------------------------
January 30, 2009 January 28, 2009 February 16, 2009 $ 0.08
February 27, 2009 February 25, 2009 March 16, 2009 $ 0.08
March 31, 2009 March 27, 2009 April 15, 2009 $ 0.08
----------------------------------------------------------------------------
The declared distributions of $0.08 per Trust unit continue Daylight's policy of
prudent financial management, ensuring that our distributions and capital
expenditures stay in balance with our funds from operations. Based on our
budgeted production and commodity price assumptions for 2009 of US$50.00 per
barrel WTI for light oil and Cdn$7.00 per mcf AECO for natural gas with an
exchange rate of US$0.80 per Cdn$1.00, the Trust can maintain distributions of
Cdn$0.08 per Trust unit and execute our budgeted capital program for full year
2009 while remaining within our budgeted funds from operations. Utilizing this
conservative and prudent approach to our business will allow the Trust to
maintain a strong balance sheet and retain significant debt capacity to be used
to execute on strategic transactions as they become available. Since inception
of the trust in November 2004 through December 31, 2008, Daylight has provided a
total of $473 million or $8.74 per unit of distributions.
Hedging Summary
Daylight's hedging program protects our funds from operations and provides
financial stability with a sizeable portion of our 2009 production volumes
covered by this program at favorable prices. On a combined boe per day basis,
our hedges for 2009 cover approximately 43% of our anticipated 2009 production
volumes.
Daylight has 3,000 barrels per day of crude oil hedged for calendar 2009 with a
zero premium collar that has a minimum floor price of Cdn$110.00 per barrel WTI.
Details of these crude oil hedges are as follows:
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Type of Hedged
Contract Commodity Volume(3) Hedge Price Hedge Period
----------------------------------------------------------------------------
Financial Cdn$110.00 - Aug 1/08 to
(Collar)(1) Crude oil 1,000 bbl/d $206.00/bbl Dec 31/09
Financial Cdn$110.00 - Aug 1/08 to
(Collar)(1) Crude oil 1,000 bbl/d $205.55/bbl Dec 31/09
Financial Cdn$110.00 - Aug 1/08 to
(Collar)(1) Crude oil 1,000 bbl/d $205.00/bbl Dec 31/09
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1) Collar price indicates floor (minimum) and ceiling (maximum).
Daylight has 50,000 GJ per day, equivalent to 47,400 mcf per day, of natural gas
hedged from January 1, 2009 to the end of October 2009 (10 months) at an average
fixed price of $7.59 per GJ, equivalent to $8.00 per mcf AECO. Details of these
natural gas hedges are as follows:
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Type of Hedged
Contract Commodity Volume(2) Hedge Price Hedge Period
----------------------------------------------------------------------------
Financial Jan 1/09 to
(Swap)(1) Natural gas 10,000 GJ/d Cdn$7.59/GJ Oct 31/09
Financial Jan 1/09 to
(Swap)(1) Natural gas 5,000 GJ/d Cdn$7.63/GJ Oct 31/09
Financial Jan 1/09 to
(Swap)(1) Natural gas 35,000 GJ/d Cdn$7.58/GJ Oct 31/09
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1) Swap indicates fixed price.
(2) A GJ converts to a mcf at the rate of 1.055056 GJs per mcf.
Tax Pools
As at September 30, 2008, Daylight and it subsidiaries had combined tax pools of
approximately $782 million. These tax pools are of high value since they reside
primarily at the corporate level where income is generated and significant
balances are available for high annual claim rates. Daylight anticipates that
fourth quarter 2008 activities, including acquisitions, should increase
Daylight's tax pool balances to in excess of $875 million at December 31, 2008.
These tax pools provide Daylight with financial flexibility going forward and
beyond the 2011 Specified Investment Flow-through ("SIFT") tax rules
implementation.
Safe Harbour
On December 4, 2008, the Minister of Finance for the Government of Canada
announced changes to the SIFT tax rules including Safe Harbour restrictions.
Under the changes, income trusts are allowed to accelerate the utilization of
their annual Safe Harbour equity issuance allotment without penalty. As a
result, at January 1, 2009, Daylight estimates that it has $1.0 billion of safe
harbour transaction capacity as a Trust to acquire assets and other operating
entities. This provides Daylight with considerable capacity to increase the size
of our operations.
Daylight Resources Trust is a Calgary-based, open-ended, unincorporated
investment trust with a high quality balanced natural gas and crude oil property
base, extensive prospect inventory and large undeveloped land base that is
managed by a team of highly skilled technical professionals. Daylight's
properties include focused high potential assets in the Peace River Arch and
West Central Alberta complemented by stable production and repeatable
opportunities in Southern and Eastern Alberta. Daylight's prospect inventory
includes both natural gas and crude oil opportunities with near, medium,
long-term and high impact opportunities that will generate increased Unitholder
value into the future. Daylight's large undeveloped land base will provide
additional opportunities to create value through our highly skilled technical
teams as well as through selective farmouts to targeted industry partners.
Daylight has approximately 90 million Trust units currently outstanding.
ADVISORY:
Forward Looking Statements: This press release contains forward-looking
statements as to the internal projections, expectations, estimates or beliefs
relating to future events or future performance of Daylight Resources Trust
("Daylight"), including Daylight's guidance for 2008 and 2009 and the amount and
type of 2009 budgeted capital expenditures set forth herein. In some cases,
forward-looking statements can be identified by terminology such as "may",
"will", "should", "can", "believes", "expects", "intends", "projects", "plans",
"anticipates", "estimates" or "contains" or similar words or the negative
thereof. These statements represent management's expectations or beliefs
concerning, among other things, future capital expenditures and future operating
results and various components thereof or the economic performance of Daylight
and include, without limitation, statements with respect to Daylight's strategy;
future capital spending amounts and the types of projects on which such capital
will be spent; future oil and natural gas prices, the volume and product mix of
Daylight's 2009 production; future royalties and operating and general
administrative costs; future financial charges and access to funds under credit
facilities; future cash taxes and tax pool balances; Daylight's commodity risk
management program; future liquidity and financial capacity and resources;
future cash distribution to Unitholders; future growth opportunities including
development, exploration and acquisition activities and related expenditures;
drilling success and potential gas in place. Actual events or results may differ
materially. The projections, estimates and beliefs contained in such
forward-looking statements are based on management's estimates, opinions and
assumptions at the time the statements were made including assumptions relating
to economic conditions, industry conditions, the production performance of
Daylight's oil and gas assets, commodity prices and exchange rates, the cost and
competition for services throughout the oil and gas industry in 2008 and 2009,
interest rates, and the continuation of the current regulatory and tax regime in
Canada, and necessarily involve known and unknown risks and uncertainties which
may cause actual performance and financial results in future periods to differ
materially from any projections of future performance or results expressed or
implied by such forward-looking statements, including those material risks
discussed in Daylight's annual information form under "Risk Factors" and in
Daylight's MD&A under "Risks and Uncertainties." Accordingly, readers are
cautioned that events or circumstances could cause results to differ materially
from those predicted. Daylight does not undertake to update any forward-looking
information contained in this press release whether as to new information,
future events or otherwise except as required by securities rules and
regulations.
Barrels of Oil Equivalency: Barrels of oil equivalent ("boe") may be misleading,
particularly if used in isolation. In accordance with NI 51-101, a boe
conversion ratio for natural gas of 6 mcf:1bbl has been used, which is based on
an energy equivalency conversion method primarily applicable at the burner tip
and does not represent a value equivalency at the wellhead.
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A
VIOLATION OF U.S. SECURITIES LAW.
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