Daylight Energy Ltd. ("Daylight" or the "Corporation") (TSX:DAY) is
pleased to announce that the holders of common shares of Daylight
have approved the proposed acquisition of Daylight by Sinopec
International Petroleum Exploration and Production Corporation
("SIPC") pursuant to a plan of arrangement under the Business
Corporations Act (Alberta) (the "Arrangement"). Under the
Arrangement, Daylight shareholders will receive $10.08 in cash for
each common share of Daylight. The Arrangement was approved by
approximately 99.6% of the votes cast by Daylight shareholders at
the special meeting of securityholders held on December 5, 2011.
The closing of the Arrangement remains subject to receipt of
required regulatory approvals, the granting of the Final Order by
the Court of Queen's Bench of Alberta and the satisfaction or
waiver of the other conditions specified in the arrangement
agreement among Daylight, SIPC and an indirect wholly-owned
subsidiary of SIPC entered into on October 9, 2011.
The vote of the holders of Daylight's 6.25% series "D"
convertible debentures (the "Series D Debentures") was adjourned in
order to provide such holders with a further opportunity to vote
their Series D Debentures in order to allow for the Series D
Debentures to participate in the Arrangement and receive a cash
payment of $1,110 per $1,000 principal amount of Series D
Debentures, plus accrued and unpaid interest to, but excluding, the
closing date of the Arrangement. In order to be included in the
Arrangement, holders of at least 66 2/3% of the aggregate principal
amount of the Series D Debentures must vote in favour of the
Arrangement. Immediately prior to today's securityholders' meeting,
holders of approximately 60.6% of the issued and outstanding Series
D Debentures had voted in favour of the Arrangement. The $1,110
cash payment per Series D Debenture to be received by the holders
of Series D Debentures pursuant to the Arrangement represents the
approximate undiscounted amount that would be paid to holders of
Series D Debentures if Daylight were to exercise its right to
redeem the Series D Debentures on January 1, 2013, being the
earliest possible date for the redemption of the Series D
Debentures, at 105% of their principal amount, plus the interest
that would otherwise be payable to the holders of the Series D
Debentures during 2012. Approval of the Arrangement by the holders
of the Series D Debentures is not a condition to the completion of
the Arrangement.
The adjourned meeting for the vote of the holders of Series D
Debentures will be held at 9:00 a.m. (Calgary time) on Thursday,
December 15, 2011 at the offices of Blake, Cassels & Graydon
LLP, located at 35th Floor, Bankers Hall East Tower, 855 - 2nd
Street S.W., Calgary, Alberta. Holders of Series D Debentures as of
the November 3, 2011 record date for the securityholder meeting may
continue to vote their Series D Debentures in the same manner as
described in the information circular and proxy statement of
Daylight dated November 1, 2011 (the "Circular"), a copy of which
is available on Daylight's SEDAR profile at www.sedar.com. A holder
of Series D Debentures that has questions or requires more
information with regard to the voting of their Series D Debentures
should contact Daylight's proxy solicitation agent, Laurel Hill
Advisory Group, at 416-304-0211, or at its North American toll-free
number: 1-877-304-0211 or by email at
assistance@laurelhill.com.
As a result of the above-described adjournment, the application
for the Final Order of the Court of Queen's Bench of Alberta will
now be made by Daylight on December 15, 2011. The deadline for an
interested party who desires to appear at the hearing for the Final
Order to serve Daylight with a notice of intention to appear and
related documents and information has been extended to 12:00 noon
(Calgary time) on December 13, 2011. Similarly, the deadline by
which a registered holder of Series D Debentures may provide a
written notice of dissent in respect of the Arrangement has been
extended to 5:00 p.m. (Calgary time) on December 13, 2011. The
procedures relating to an interested party desiring to appear at
the hearing for the Final Order and the exercise of dissent rights
for holders of Series D Debentures are otherwise subject to the
same requirements as set forth in the Circular.
The requisite approval of the Arrangement from the holders of
Daylight's 10% series "C" convertible debentures (the "Series C
Debentures") was not obtained. As a result, the Series C Debentures
will be excluded from the Arrangement and will remain outstanding
following closing of the Arrangement. Approval of the Arrangement
by the holders of the Series C Debentures is not a condition to the
completion of the Arrangement.
ABOUT DAYLIGHT ENERGY
Daylight is a growing intermediate oil and liquids rich natural
gas producing company with a high quality suite of resource play
assets in Western Canada. Daylight has approximately 213.5 million
common shares currently outstanding which trade on the TSX under
the symbol "DAY". Daylight's Series C and Series D Debentures also
trade on the TSX under the symbols DAY.DB.C and DAY.DB.D,
respectively.
All amounts stated herein are in Canadian dollars.
ADVISORY:
Forward-Looking Information and Statements
This press release contains forward-looking statements and
forward-looking information within the meaning of applicable
securities laws. The use of any of the words "expect",
"anticipate", "continue", "estimate", "objective", "ongoing",
"may", "will", "project", "should", "believe", "plans", "intends"
and similar expressions are intended to identify forward-looking
statements or information. More particularly and without
limitation, this press release contains forward-looking statements
and information concerning: the adjourned meeting and anticipated
receipt of required regulatory approvals and the Final Order for
the Arrangement; and the ability of Daylight and SIPC to satisfy
the other conditions to, and to complete, the Arrangement.
In respect of the forward-looking statements and information
concerning the anticipated completion of the proposed Arrangement,
Daylight has provided such in reliance on certain assumptions that
it believes are reasonable at this time, including assumptions as
to the ability of the parties to receive, in a timely manner, the
necessary regulatory and other third party approvals, including but
not limited to approvals required to be obtained by SIPC from the
Government of The People's Republic of China and Investment Canada
Act approval; and the ability of the parties to satisfy, in a
timely manner, the other conditions to the closing of the
Arrangement. These dates may change for a number of reasons,
including the inability to secure necessary regulatory or other
third party approvals in the time assumed or the need for
additional time to satisfy the other conditions to the completion
of the Arrangement. Accordingly, readers should not place undue
reliance on the forward-looking statements and information
contained in this press release concerning these times.
Risks and uncertainties inherent in the nature of the
Arrangement include the failure of Daylight or SIPC to obtain
necessary regulatory and other third party approvals, or to
otherwise satisfy the conditions to the Arrangement, in a timely
manner, or at all. Failure to so obtain such approvals, or the
failure of Daylight or SIPC to otherwise satisfy the conditions to
the Arrangement, may result in the Arrangement not being completed
on the proposed terms, or at all. In addition, the failure of
Daylight to comply with the terms of the Arrangement Agreement may
result in Daylight being required to pay a non-completion or other
fee to SIPC, the result of which could have a material adverse
effect on Daylight's financial position and results of operations
and its ability to fund growth prospects and current
operations.
Readers are cautioned that the foregoing list of factors is not
exhaustive. Additional information on other factors that could
affect the operations or financial results of Daylight are included
in reports on file with applicable securities regulatory
authorities, including but not limited to: Daylight's Annual
Information Form for the year ended December 31, 2010, Daylight's
Notice of Annual General Meeting and Information Circular and Proxy
Statement dated April 14, 2011 and Daylight's Notice of Special
Meeting and Information Circular and Proxy Statement dated November
1, 2011, each of which may be accessed on Daylight' SEDAR profile
at www.sedar.com.
The forward-looking statements and information contained in this
press release are made as of the date hereof and Daylight
undertakes no obligation to update publicly or revise any
forward-looking statements or information, whether as a result of
new information, future events or otherwise, unless so required by
applicable securities laws.
Contacts: Daylight Energy Ltd. Anthony Lambert President &
CEO 403-213-5306alambert@daylightenergy.com Daylight Energy Ltd.
Steve Nielsen Vice President & CFO
403-213-5312snielsen@daylightenergy.com Daylight Energy Ltd.
William Lacey Vice President, Capital Markets
403-536-4331wlacey@daylightenergy.com Daylight Energy Ltd. Investor
Relations 403-536-4664 or Toll Free:
1-877-266-6901ir@daylightenergy.comwww.daylightenergy.com
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