To: forecaster who wrote (1692 ) 6/15/2001 11:34:39 PM From: pz Read Replies (2) | Respond to of 2357 Hurricane Hydrocarbons Ltd. - Independent Valuation Obtained & Special Dividend Declared CALGARY, June 15 /CNW/ - (Nasdaq: HHLF - news) Hurricane Hydrocarbons Ltd. announced today that Peters & Co. Limited has advised the Independent Committee of the Board of Directors of the results of its independent valuation of Hurricane's Class A common shares. Peters & Co. has valued Hurricane's common shares in the range of C$21.50 to C$23.50 per share prior to Hurricane's previously announced C$4.00 special dividend. According to the Peters & Co. report, after giving effect to the special dividend, the value of the common shares plus the special dividend would not be materially different from the pre-dividend valuation range. The written report of Peters & Co. will be released by Friday, June 22, 2001. The Independent Committee has also been advised by CIBC World Markets, the financial advisors to Hurricane in connection with the proposed partial take-over offer of Central Asian Industrial Holdings, N.V. ("CAIH") for C$10.25 per common share, that CAIH's proposed offer is inadequate. CIBC World Markets has also advised the Independent Committee that the special dividend of C$4.00 per share on Hurricane's common shares is fair from a financial point of view to Hurricane's shareholders. The Independent Committee, after receiving financial advice from CIBC World Markets, has recommended to the Board of Directors that Hurricane declare and pay the special dividend of C$4.00 per common share payable by delivery of senior unsecured notes ("Senior Notes") or a combination of cash and Senior Notes, as described below. Accordingly, the Board of Directors has declared the special dividend to be satisfied by the distribution of Senior Notes or a combination of cash and Senior Notes. As requested by the staff of the Ontario, Alberta and Quebec securities commissions, the Independent Committee retained Peters & Co. to provide an independent opinion regarding the expected trading value of the Senior Notes. Peters & Co. has advised the Independent Committee that, based on its discussions with Hurricane's financial advisors, together with its review of the proposed terms and conditions for the Senior Notes, the expected liquidity of the Senior Notes, the current market for comparable fixed income notes, the inclusion of a change of control feature and an interest rate on the Senior Notes of not less than 12%, the Senior Notes would reasonably be expected to trade at or near par in the context of today's market. Peters & Co. further advised that a change of control covenant is typical for securities such as the Senior Notes and that the absence of a change of control feature would negatively affect the trading value of the Senior Notes. Subject to shareholder approval as referred to below, it is proposed that the Senior Notes will contain a provision which requires Hurricane to offer to purchase the Senior Notes upon a change of control. The interest rate on the Senior Notes will be established by the Board of Directors on or about July 20, 2001 following the shareholder vote described below and such interest rate will be not less than 12%. At that time, if the Board considers it prudent, the Board may determine, and will announce at that time, that a portion of the dividend will be payable in cash. Hurricane intends to repurchase Senior Notes from time to time in the open market, as Hurricane's cash flow permits. A more detailed description of the terms of the Senior Notes is set out in the term sheet attached to this press release. Hurricane also intends to mail an information statement to shareholders setting out the terms of the Senior Notes and a summary of the Canadian federal income tax consequences generally applicable to shareholders who receive the special dividend. In accordance with requirements established by the staff of the Ontario, Alberta and Quebec securities commissions, the Board of Directors has called a shareholder meeting for July 20, 2001 to provide shareholders with an opportunity to vote on the inclusion of the change of control provision as a term of the Senior Notes. Hurricane intends to mail a management proxy circular to shareholders on Monday, June 18, 2001 relating to the shareholders' meeting being held to approve the change of control provision. The change of control provision being proposed is a typical term of debt instruments such as the Senior Notes. The Board recommends that shareholders vote in favour of the change of control provision. If, as a result of the shareholder vote, the change of control provision is not applicable to the Senior Notes, the Senior Notes will be issued in any event to satisfy the special dividend. The record date for determining shareholders entitled to receive the special dividend has been fixed by the Board to be August 2, 2001. Following the shareholder vote on July 20, 2001, the Board will fix the interest rate on the Senior Notes. All statements which are not historical facts are forward looking statements, and actual results may differ materially from those projected. Factors that could cause Hurricane's actual results to differ materially from these statements include, among others, changes in capital market conditions, prevailing interest rates, Hurricane's operational risks and various other political and economic risks. These and other factors are discussed in "Risk Factors" in Hurricane's Annual Information Form and in Hurricane's other public announcements and public filings. Many of such factors are beyond Hurricane's ability to control or predict. Hurricane's shares trade on The Toronto Stock Exchange under the symbol HHL.A, in the United States on Nasdaq under the symbol HHLF and on the Frankfurt exchange under the symbol HHCA. The company's website can be accessed at www.hurricane-hhl.com. The Toronto Stock Exchange has neither approved nor disapproved the information contained herein.