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Shaymar Limited – Early Warning Disclosure With Respect to Orca Energy Group Inc.
St. Helier, Jersey–(Newsfile Corp. – December 15, 2020) – Shaymar Limited (“Shaymar“) announces that if the substantial issuer bid (the “Offer“) of Orca Energy Group Inc. (“Orca“) described in Orca’s press release issued yesterday is completed, then Shaymar will dispose of certain Class B Subordinate Voting Shares of Orca (the “Class B Shares“) held by Shaymar.
Orca has announced a substantial issuer bid (the “Offer“) to purchase for cancellation a number of its Class B Shares and its Class A Common Shares (“Class A Shares“) (which will be converted into Class B Shares immediately prior to take-up under the Offer). Upon expiry of the Offer, Orca will determine the lowest purchase price (the “Purchase Price“) (which will not be less than Cdn. $6.50 per Class B Share and not more than Cdn. $7.50 per Class B Share) that will allow it to purchase the maximum number of Class B Shares properly tendered to the Offer, and not withdrawn, having an aggregate purchase price not exceeding Cdn. $40 million. All Class B Shares purchased by Orca pursuant to the Offer will be purchased at the same Purchase Price. Pro-rationing may occur if more Class B Shares are tendered at prices at or below the Purchase Price than may be purchased given the aggregate purchase price limit, and priority will be given to “odd lot” tenders. The Offer is subject to certain conditions, which must be satisfied or waived by Orca if take-up of Class B Shares under the Offer is to occur.
Shaymar has advised Orca that it intends to tender all of its Class B Shares to the Offer (the “Shaymar Tender“). As of the date hereof, Shaymar beneficially owns and controls 4,694,870 Class B Shares (approximately 19.3% of the outstanding number of Class B Shares). Assuming the take-up by Orca of the entire Shaymar Tender without any pro-rationing or reduction, Shaymar’s beneficial ownership and control of Class B Shares will decrease to no Class B Shares. It is not currently possible for Shaymar to determine its percentage of ownership of Class B Shares upon completion of the Offer, as that will depend upon decisions to be made by other holders of Class A Shares and Class B Shares. The consideration to be paid for each Class B Share to be acquired by Orca in connection with the Offer will be the Purchase Price.
Shaymar will not be tendering any of its Class A Shares to the Offer. As of the date hereof, Shaymar beneficially owns and controls 1,741,975 Class A Shares, representing approximately 99.5% of the outstanding Class A Shares.
Shaymar proposes to dispose of the indicated portion of its Class B Shares pursuant to the Shaymar Tender in order to partially realize upon its investment in Orca. In the future, Shaymar may discuss with management and/or the Board of Directors of Orca and/or other persons any of the transactions listed in clauses (a) to (k) of item 5 of Form 62-103F1 of National Instrument 62-103 – The Early Warning System and Related Take-over Bid and Insider Reporting Issues. Further, Shaymar continually evaluates its investment in Orca, and may, based upon such evaluation, market conditions and other circumstances, increase or decrease its shareholdings pursuant to market transactions, private agreements or otherwise, in each case in accordance with applicable securities laws.
The shares of Shaymar are owned by a trustee on behalf of the W. David Lyons (2008) Settlement.
The address of Orca’s head office is c/o Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola VG1110, British Virgin Islands.
Shaymar’s address is c/o Vistra Trust Company (Jersey) Limited, 4th floor, St. Pauls’ Gate 22-24 New Street, St. Helier, Jersey J31 4TR.
An early warning report will be filed by Shaymar in accordance with applicable securities laws and will be available on SEDAR at www.sedar.com. For further information, or a copy of the early warning report filed by Shaymar, please contact Shaymar in care of David W. Ross at (403) 260-0296.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/70345
