MARKET ACTIVITY/TRADING NOTES FOR DAY ENDING FRIDAY, FEBRUARY 27, 1998 (09)
FINANCIAL
Falcon Well Services Ltd. (FWSL/CDN) announced today that it extended the expiry date of its Purchase Warrants to 5:00 p.m. Toronto time June 2, 1998.
Falcon and East Indies Mining Corporation amalgamated on February 13, 1998, and continued under the name Falcon Well Services Ltd.
Prior to the amalgamation, EIMC had issued Series A common share purchase warrants pursuant to a Common Shares Purchase Warrant Indenture dated as of September 5, 1996, as amended by an Amending Agreement dated as of October 17, 1996 (the "Purchase Warrants"). Each whole Purchase Warrant entitles the holder thereof to acquire one common share of Falcon at a price of $2.00 per common share. As at the date hereof, the common shares of Falcon are quoted on the Canadian Dealing Network Inc. ("CDN") at a price of $0.70.
There are currently outstanding 1,167,166 Purchase Warrants which were due to expire on March 2, 1998. The Purchase Warrants are not listed on any exchange or quoted on CDN. Falcon has extended the expiry date of the Purchase Warrants to 5:00 p.m. Toronto time June 2, 1998. No other terms or conditions of the Purchase Warrants will be amended.
The extension may result in circumstances where there is opportunity for exercise of the Purchase Warrants which could add cash to the Corporation's treasury.
Total Energy Services Ltd. (TOT/ASE) announced the appointment of Mr. Thomas Stan as an additional director of the company. Mr. Stan is Senior Director, Corporate Development of Petro-Canada, where he has been employed since May of 1996. Prior to joining Petro Canada, Mr. Stan was employed for 16 years by Amerada Hess Canada Ltd., most recently as Vice-President, Planning and Information Services.
Total also announced today that all particulars relating to its previously announced special warrant financing have now been determined. The sale price of the special warrants has been fixed at $2.10. The sale price of the special warrants was determined through negotiation between Total and Peters & Co, Limited, RBC Dominion Securities Inc. and Canaccord Capital Corporation, who have been retained as agents of the Corporation in connection with the offering of the special warrants. The maximum number of special warrants to be sold by Total will be 4,761,905, subject to rounding adjustments, which will provide gross proceeds of $10 million.
Each special warrant will entitle the holder thereof to acquire one common share for no additional consideration. In the event that Total does not obtain receipts for its prospectus qualifying the issuance of the common shares issuable upon exercise of the special warrants within 120 days of the date of completion of the sale of special warrants, affected special warrant holders will be entitled to receive 1.1 common shares for each special warrant held, in lieu of the one common share to which the holder was otherwise entitled. It is expected that all purchasers of special warrants will be arm's length to Total.
It is expected that the special warrant financing, as well as the previously announced $14 million debt financing and $15 million acquisition of the assets of Elm Oilpatch Rentals Ltd., will be completed during the first week of March, 1998.
Total Energy Services Ltd. is a Calgary-based energy services company involved in the rental of equipment to the oil and gas drilling industry in northwestern Alberta.
INTERNAL AFFAIRS
The Board of Sands Petroleum AB (SPB/TSE) propose to introduce an incentive program for management and key personnel of the Group.
The incentive program for the current year will cover 1.3 million incentive options. The exercise period of the options is three years and the subscription price is 110 percent of the average latest price paid for shares in Sands quoted on the Stockholm Stock Exchange during next week. The incentive program involves a dilution effect of around 1.6 percent on the outstanding share capital of the company upon full subscription, via the options. The terms and conditions governing the incentive program are in line with international practice within the industry. The Board has assigned a committee to determine allocation.
The Board proposal to offer management and key personnel of the Group to subscribe for options is conditional upon the approval of the AGM. For approval to be received, a majority of more than 90 per cent of both the voting rights of the shares of the company, and the shares represented at the AGM must vote for the proposal.
Sands Petroleum AB is quoted on the Stockholm Stock Exchange O list, the Toronto Stock Exchange under the symbol "SPB", and on NASDAQ under the symbol "SANPY".
Ocelot Energy Inc. (OCE.B/TSE) announced that it has filed a normal course issuer bid with the Toronto Stock Exchange for the purchase of up to a maximum number of 1,312,385 Class B Subordinate Voting Shares (5% of the 26,247,719 Class B Subordinate Voting Shares outstanding). The normal course issuer bid will commence on March 3, 1998 and will terminate on March 2, 1999.
During the period February 26, 1997 through February 25, 1998, Ocelot Energy purchased and cancelled a total of 279,000 Class B Subordinate Voting Shares under a previous Normal Course Issuer Bid.
Ocelot Energy Inc. believes that the Class B Subordinate Voting Shares may from time to time be undervalued and constitute a good investment. Class B Subordinate Voting Shares which are purchased under the normal course issuer bid will be cancelled.
Scimitar Hydrocarbons Corporation (SIY/ASE) announced that after serving on the Board of Directors for almost five years, Mr. Robert C. Stewart has resigned from the Board for personal reasons.
Headquartered in Calgary, Canada, Scimitar's current projects include a heavy oil development in Egypt, gas and liquids exploration and exploitation in the United Arab Emirate of Ajman, gas exploration in Mozambique, petroleum product marketing in eastern Africa and exploration in western Canada.
Rigel Energy Corporation (RJL/TSE) announced that its Board of Directors has adopted a Shareholder Rights Plan designed to encourage the fair treatment of shareholders in connection with any takeover offer for the Corporation. The rights plan addresses the Corporation's concerns that existing Canadian legislation does not allow sufficient time, if a takeover bid is made, for either the Board of Directors or the shareholders to properly consider a takeover bid, or for the Board of Directors to seek alternatives to such a bid and also addresses the Corporation's concern thaT all shareholders be treated equally in any transaction involving a change of control of the Corporation.
The rights plan, which is effective immediately but is subject to regulatory approval, will provide the Board of Directors of the Corporation and the shareholders more time to fully consider any unsolicited take-over bid for the Corporation. It will also allow more time for the Board of Directors to pursue, if appropriate, other alternatives to maximize shareholder value. Shareholders will be asked to confirm the rights plan at the Annual and Special Meeting of the shareholders to be held on May 27, 1998.
The rights issued under the rights plan become exercisable only when a person, including any party related to it or acting jointly with it, acquires or announces its intention to acquire 20 percent or more of the Corporation's outstanding common shares without complying with the ''Permitted Bid'' provisions of the rights plan. Should such an acquisition occur, each right would, upon exercise, entitle a rights holder, other than the acquiring person and related persons, to purchase common shares of the Corporation at a 50 percent discount to the market price at the time. Certain holdings of common shares, such as positions held by investment managers, trust companies for managed accounts and pension plans will not trigger the rights plan unless the holders are participating in making a takeover bid for the Corporation.
Mr. Don West, President and Chief Executive Officer of Rigel Energy Corporation, commented that ''the rights plan was not adopted in response to or in anticipation of, any specific effort to acquire control of the Corporation and is not aimed at blocking bids but is designed to ensure that any acquisition of control is through a public offer to all shareholders and that sufficient time is available to evaluate any offer. The rights plan is similar to plans adopted recently by several other Canadian companies.''
DIVIDEND NOTICES
Gulf Canada Resources Limited (GOU/TSE) announced that the dividend rate for the month of February 1998 for Gulf Canada Resources Limited's Fixed/Adjustable Rate Senior Preference Shares, Series 1, has been calculated at $0.022 per share. The dividend is payable March 12, 1998 to shareholders of record at the close of business on February 27, 1998.
The Board of Directors has declared the regular quarterly dividend of $0.075 per common share payable April 1, 1998 to shareholders of record on March 10, 1998.
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