Serinus Energy (formerly Kulczyk Oil) and Winstar Resources Complete Plan of Arrangement
Serinus Energy (formerly Kulczyk Oil) and Winstar Resources Complete Plan of Arrangement
CALGARY, ALBERTA -- (Marketwired) -- 06/25/13 -- Serinus Energy Inc. (TSX:SEN)(WARSAW:SEN) (formerly Kulczyk Oil Ventures Inc. (TSX:KOV)(WARSAW:KOV)) ("Serinus" or the "Company") and Winstar Resources Ltd. (TSX:WIX)(WARSAW:WIX) ("Winstar") are pleased to announce the closing on Monday, June 24, 2013, of the previously announced plan of arrangement (the "Arrangement") whereby Serinus acquired all of the issued and outstanding common shares of Winstar. In connection with closing of the Arrangement, the Company changed its name to "Serinus Energy Inc." and consolidated its common shares on the basis of one post-consolidation share for every ten pre-consolidation shares. Pursuant to the Arrangement, holders of Winstar common shares were entitled, at their election, to receive, for each Winstar share held, 7.555 pre-consolidation common shares of the Company or CDN$2.50 in cash, subject to a maximum of CDN$35 million, with such cash provided by Kulczyk Investments S.A. ("KI"), the major shareholder of the Company. The maximum cash consideration was elected, resulting in KI acquiring 14,000,000 Winstar shares at closing, which were then exchanged for common shares of the Company in accordance with the terms of the Arrangement. A total of 27,252,496 common shares of Serinus (on a post-consolidation basis) were issued to Winstar shareholders pursuant to the Arrangement, of which 10,577,000 common shares were issued to KI. In addition, immediately after completion of the Arrangement, KI was issued 3,183,268 common shares of Serinus pursuant to the conversion of an outstanding loan and accrued interest thereon in the aggregate amount of US$13,369,726 owing by the Company to KI, previously described in the Company's May 9, 2013 press release. After giving effect to the Arrangement and the conversion of the above-described loan, Serinus presently has 78,611,437 common shares issued and outstanding, of which KI owns 37,840,987 common shares (48.1%).
Commenting on the Arrangement, Tim Elliott, President and Chief Executive Officer of Serinus, said:
"Serinus is entering a new and exciting phase in 2013. Firstly, we had a significant deep discovery in Ukraine and continued to grow our production and reserves in that country. Last week we spud an exciting high-impact exploration well in a prolific hydrocarbon basin in Brunei and on June 24th we closed the Winstar deal. We look forward to developing the Tunisian and Romanian assets of Winstar for the benefit of all of our shareholders and are very pleased that we will soon be listed on both the Warsaw Stock Exchange and the Toronto Stock Exchange."
In addition, Serinus is pleased to announce that, in connection with closing of the Arrangement, Bruce Libin of Calgary, Alberta, Canada and Evgenij Iorich of Zug, Switzerland, have been appointed to the Company's board of directors as non-executive directors. Bruce was Chairman of the Winstar board of directors and Evgenij was a Winstar director.
The Company's common shares are expected to begin trading on the Toronto Stock Exchange (the "TSX") on or about the day that is three business days following completion of the Arrangement, subject to Serinus fulfilling all of the remaining listing conditions of the TSX. The Company will remain listed on the Warsaw Stock Exchange ("WSE") on a post-consolidation basis under the trading symbol "SEN" after the listing on the TSX. The common shares of the Company, which had been suspended on the WSE pending completion of the consolidation, are expected to resume trading near the end of June, 2013.
Macquarie Capital (Europe) Limited advised Serinus, and FirstEnergy Capital LLP advised Winstar, on the Arrangement.
About the Company
Serinus is an international upstream oil and gas exploration and production company with a diversified portfolio of projects in Ukraine, Brunei, Tunisia, Romania and Syria and with a risk profile ranging from exploration in Brunei, Romania and Syria to production and development in Ukraine and Tunisia. The common shares of the Company trade on the Warsaw Stock Exchange and, upon satisfaction of certain conditions, will trade on the TSX.
In Ukraine, Serinus owns an effective 70% interest in KUB-Gas LLC. The assets of KUB-Gas LLC consist of 100% interests in five licences near to the City of Lugansk in the northeast part of Ukraine. Four of the licences are gas producing.
In Tunisia, Serinus owns a 100% working interest in the Chouech Essaida, Ech Chouech, Sanrhar and Zinna concessions, and a 45% working interest in the Sabria concession. Four of the concessions are currently producing oil or gas.
In Brunei, Serinus owns a 90% working interest in a production sharing agreement which gives the Company the right to explore for and produce oil and natural gas from Block L, a 1,123 square kilometre area covering onshore and offshore areas in northern Brunei.
In Romania, Serinus expects to have assignment of an undivided 60% working interest in the onshore Satu Mare concession in north western Romania by the end of June 2013, subject to the satisfaction of certain conditions.
In Syria, Serinus holds a participating interest of 50% in the Syria Block 9 production sharing contract which provides the right to explore for and, upon the satisfaction of certain conditions, to produce oil and gas from Block 9, a 10,032 square kilometre area in northwest Syria. The Company has an agreement to assign a 5% ownership interest to a third party which is subject to the approval of Syrian authorities, and which, if approved, would leave the Company with a remaining effective interest of 45% in Syria Block 9. Serinus declared force majeure, with respect to its operations in Syria, in July 2012.
The main shareholder of the Company is Kulczyk Investments S.A., an international investment house founded by Polish businessman Dr. Jan Kulczyk.
For further information, please refer to the Serinus website (www.kulczykoil.com).
Translation: This news release has been translated into Polish from the English original.
Forward-looking Statements Regarding Acquisition
This press release contains certain statements relating to Serinus that are based on the expectations of Serinus, as well as assumptions made by, and information currently available to, Serinus, which may constitute forward-looking information under applicable securities laws. All such statements and disclosures, other than those of historical fact, which address activities, events, outcomes, results or developments that Serinus anticipates or expects may, or will occur in the future (in whole or in part) should be considered forward-looking information. In some cases, forward-looking information can be identified by terms such as "forecast", "future", "may", "will", "expect", "anticipate", "believe", "potential", "enable", "plan", "continue", "contemplate", "pro-forma", or other comparable terminology. In particular, this press release makes reference to the timing and listing of the Company's common shares on the TSX, resumption of trading on the Warsaw Stock Exchange and the anticipated increased working interest in the Satu Mare concession. Readers are cautioned that such events are subject to certain conditions being satisfied. Accordingly, there is no assurance that such conditions will be satisfied and therefore no assurance that the TSX listing, resumption of trading and increased working interest will be obtained in the time frames anticipated or at all. Many factors could cause the performance or achievement by Serinus to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. These factors include the failure to satisfy the TSX listing conditions and to resume trading on the Warsaw Stock Exchange in a timely manner, failure to satisfy the conditions to obtain the increased interest in the Satu Mare concession, risks relating to the integration of Serinus and Winstar, the failure to realize anticipated synergies and incorrect assessments of the value of Winstar. Readers are cautioned that the foregoing list of factors is not exhaustive.
The forward-looking statements contained in this press release are expressly qualified by this cautionary statement. Serinus is not under any duty to update any of the forward-looking statements after the date of this press release or to conform such statements to actual results or to changes in the Company's expectations and Serinus disclaims any intent or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.
Canada Suite 1170, 700-4th Avenue S.W., Calgary, Alberta, Canada Telephone: +1-403-264-8877 Facsimile: +1-403-264-8861 Dubai Al Shafar Investment Building, Suite 123, Shaikh Zayed Road, Box 37174, Dubai, United Arab Emirates Telephone: +971-4-339-5212 Facsimile: +971-4-339-5174 Poland Nowogrodzka 18/29 00-511 Warsaw, Poland Telephone: +48 (22) 414 21 00
Contacts: Serinus Energy Inc. - Canada Norman W. Holton Vice Chairman +1-403-264-8877 firstname.lastname@example.org
Serinus Energy Inc. - Poland Jakub J. Korczak Vice President Investor Relations & Managing Director CEE +48 22 414 21 00 email@example.com www.kulczykoil.com