CALGARY, May 20, 2016 /CNW/ - ArPetrol Ltd. ("ArPetrol" or
the "Company") is pleased to announce that it has successfully
closed the previously announced sale of substantially all of its
assets (the "Transaction") to Empresa Nacional Del Petróleo, the
state owned oil and gas company of Chile, and its subsidiary ENAP Sipetrol
Argentina S.A. The purchase price paid to the Company at closing of
the Transaction was US$11,084,232
(approximately CAN$14.5 million), including the net working
capital at closing of the subsidiaries being sold of US$2,084,232. This net working capital amount is
subject to a 90-day post-closing adjustment period. In addition,
US$2,250,000 of the purchase price
was placed into an escrow account at closing and will be released
to ArPetrol on August 19, 2016
provided that no negative adjustments to the working capital
calculation or indemnity claims against the Company have arisen
prior to such date that are being made against the escrowed funds.
As a result of the completion of the Transaction, the Company no
longer has active business operations or assets other than the cash
proceeds from the Transaction. ArPetrol now plans to focus on the
efficient winding-up of the affairs of the Company, including the
distribution of the net proceeds from the Transaction to the
ArPetrol shareholders (the "Shareholders"), after payment of all
transaction costs and satisfaction of all outstanding liabilities
of the Company, and the delisting of the common shares of the
Company ("Common Shares") from the TSX Venture Exchange ("TSXV").
The Company does not intend to apply for delisting of the Common
Shares from the TSXV until after the first distribution is made to
Shareholders, but the TSXV may on its own initiative delist the
Common Shares sooner or transfer the listing to the NEX Board.
While the ultimate amount and timing of distributions to be made
to Shareholders remains uncertain as of this date, subject to the
discharge of all obligations and liabilities of the Company and the
operational, regulatory, audit and winding up costs of the Company
up to the time of formal dissolution, it is expected that the
proceeds from the Transaction will be sufficient to make
distributions to the Shareholders in the aggregate range of
approximately $0.59 to $0.62 per
Common Share as a return of capital. The range of aggregate
distributions per Common Share estimate is based on the best
information available to management at the current time, but the
ultimate distributions may be materially lower in the event that
any significant liabilities or costs arise during the winding up
and dissolution process which are not currently foreseen by the
Company or its advisors.
Further details in respect ArPetrol's expectations with respect
to the timing and amount of distributions to be made to
Shareholders and the timing for delisting of the Common Shares, can
be found in the Company's Information Circular dated April 4,
2016 (the "Information Circular") which was mailed to Shareholders
in connection with the Meeting and is available under the Company's
profile on the SEDAR website at www.sedar.com.
About ArPetrol Ltd.
ArPetrol is a Calgary-based
publicly traded company whose common shares are listed on the TSX
Venture Exchange ("TSXV") under the symbol "RPT". The Company has
completed a sale of substantially all of its assets and no longer
has active business operations.
Forward-Looking Information
Certain information provided in this press release constitutes
forward-looking statements and information within the meaning of
applicable securities laws. Specifically, and without limitation,
this press release contains forward-looking statements and
information relating to the anticipated timing for delisting of the
Common Shares and the expected amount of distributions to
Shareholders. Forward‐looking information typically contains
statements with words such as "anticipate", "believe", "forecast",
expect", "plan", "intend", "estimate", "propose", "project", or
similar words suggesting future outcomes. The Company cautions
readers and prospective investors in the Company's securities not
to place undue reliance on forward‐looking information as, by its
nature, it is based on current expectations regarding future events
that involve a number of assumptions, inherent risks and
uncertainties, which could cause actual results to differ
materially from those anticipated by the Company. In particular,
liabilities, costs or obligations (including potential tax
obligations) may arise, currency exchange rates may change or other
events may transpire in the future not currently foreseen by the
Company that may result in distributions to Shareholders that are
materially lower than those discussed herein. Shareholders and
potential investors are heavily cautioned against relying on the
anticipated timelines or estimated amounts of distributions
provided in this press release.
In respect of the forward-looking statements and information set
out in this press release, the Company has provided such in
reliance on certain assumptions that it believes are reasonable at
this time, including assumptions as to the stability of currency
exchange rates, the accuracy of estimated net working capital
calculations at closing, the number of shares outstanding at the
time of the distributions to Shareholders, the estimated amount of
the transaction and dissolution costs and the liabilities and
obligations of the Company, the estimated amount of net proceeds
remaining for distribution to Shareholders and the delisting
process of the TSXV.
There are a number of risk factors associated with the
completion of the liquidation and dissolution of the Company, the
delisting of the Common Shares and the amount and timing of
distributions to be made to Shareholders that could cause actual
results to differ materially from those anticipated by the Company,
including but not limited to, risks of negative working capital
adjustments and/or indemnity claims against the Company in
connection with the Transaction, uncertainties regarding the actual
transaction and dissolution costs and obligations and liabilities
(including potential tax obligations) of the Company, changes in
currency exchange rates and the risk of the TSXV delisting the
Common Shares earlier than expected. Readers should also refer to
"Forward Looking Statements" and "Meeting Matters – Approval of the
Asset Sale Transaction - Risk Factors Associated with the
Asset Sale Transaction and – Approval of Voluntary Delisting of the
Common Shares from the TSXV – Risk Factors for Delisting" in the
Information Circular for a further discussion of the risks
associated with the distributions to be made to Shareholders and
the delisting of the Common Shares.
The forward-looking information included herein is expressly
qualified in its entirety by this cautionary statement. The
forward-looking information included herein is made as of the date
hereof and the Company assumes no obligation to update or revise
any forward-looking information to reflect new events or
circumstances, except as required by law.
Additional information relating to the Company is also
available on SEDAR at www.sedar.com.
Neither the TSXV nor its Regulation Services Provider (as
defined in the policies of the TSXV) accepts responsibility for the
adequacy or accuracy of this release.
SOURCE ArPetrol Ltd.