TORONTO, July 2, 2015 /PRNewswire/ - Pacific Rubiales
Energy Corp. (TSX: PRE) (BVC: PREC) today announced that, at the
request of 1035815 B.C. Ltd. (the "Purchaser"), it has
postponed its upcoming special meeting (the "Meeting") of
shareholders called to consider and, if deemed advisable, to pass a
special resolution approving the arrangement (the
"Arrangement") under the Business Corporations Act
(British Columbia) involving the
Company, Harbour Energy, L.P., Harbour Energy Ltd. (together,
"Harbour"), ALFA, S.A.B. de C.V. ("ALFA") and the
Purchaser pursuant to which the Purchaser will acquire all of the
outstanding common shares of the Company not already owned by ALFA
or held by the Company in treasury for cash consideration of
C$6.50 per share.
Under the terms of the arrangement agreement entered into
between Harbour, ALFA, the Purchaser and the Company in respect of
the Arrangement, the Purchaser is entitled to require the Company
to postpone the Meeting to a date not later than 15 business days
after the date that the Meeting was originally
scheduled. The Purchaser has now exercised this right and the
Company has postponed the Meeting in accordance with the
Purchaser's requirements.
The Meeting will now be held on July
28, 2015 at 9:00 a.m. (PDT) /
12:00 noon (EDT) in the Galiano Room of the Fairmont Hotel
Vancouver, 900 West Georgia Street, Vancouver, British Columbia. As a result of
the postponement of the Meeting, the deadline for proxies to be
received is now 9:00 a.m. (PDT) /
12:00 noon (EDT) on July 24,
2015.
Accordingly, to be effective, the BLUE Proxy Form must be
submitted using one of the following methods:
- delivery by facsimile to 416-595-9593;
- delivery by mail so as to reach or be deposited with the
Secretary of the Corporation, c/o TMX Equity Transfer Services, at
its offices at 200 University Avenue, Suite 300, Toronto, Ontario, Canada, M5H 4H1; or
- electronically (at www.voteproxyonline.com)
in each case by no later than 9:00
a.m. (PDT) / 12:00 noon (EDT) on July
24, 2015, or in the event the Meeting is adjourned or
further postponed, not less than 48 hours (excluding Saturdays,
Sundays and holidays) prior to the time set for any reconvened or
postponed Meeting. Please see the BLUE Proxy Form for more details.
Non-registered Shareholders are advised to refer to the Management
Information Circular and to the Voting Instruction Form provided to
them for instructions relevant to them. If a shareholder has
already validly submitted a proxy and does not wish to change its
vote, no further action is required, as votes will be counted at
the Meeting in accordance with proxies already submitted and not
revoked.
About Pacific Rubiales
Pacific Rubiales is a Canadian public company and a leading
explorer and producer of natural gas and crude oil, with operations
focused in Latin America. The
Company has a diversified portfolio of assets with interests in
approximately 90 exploration and production blocks in seven
countries including Colombia,
Peru, Guatemala, Brazil, Guyana, Papua New
Guinea and Belize. The
Company's strategy is focused on sustainable growth in production
& reserves and cash generation. Pacific Rubiales is committed
to conducting business safely, in a socially and environmentally
responsible manner.
The Company's common shares trade on the Toronto Stock
Exchange and La Bolsa de Valores
de Colombia under the ticker
symbols PRE, and PREC, respectively.
About ALFA
ALFA is one of the largest and most successful corporate
entities in Mexico. Among the
companies, ALFA owns are the largest independent producer of
aluminum engine components for the automotive industry in the
world, and one of the world's largest producers of polyester (PTA,
PET and fibers). In addition, it leads the Mexican market in
petrochemicals such as polypropylene, expandable polystyrene and
caprolactam. ALFA is the leading maker of cold cuts in North America and Europe, and of cheese in Mexico, as well as in information technologies
and communication services for the business segment in Mexico. ALFA has participated in the
hydrocarbon industry in the U.S. since 2006. In 2014, ALFA's
consolidated revenue was over $17
billion, and EBITDA was approximately $2 billion. ALFA's shares are quoted on the
Mexican Stock Exchange and on Latibex, the market for Latin
American shares of the Madrid Stock Exchange.
About Harbour Energy
Harbour Energy is a permanent capital energy company formed
by EIG Global Energy Partners ("EIG") and the Noble Group
("Noble") to own and operate a portfolio of high-quality
upstream and midstream energy assets globally. EIG specializes in
private investments in energy and energy-related infrastructure on
a global basis and had $14.2 billion
under management as of December 31,
2014. During its 33-year history, EIG has invested over
$16.4 billion in the sector through
more than 290 projects or companies in 34 countries on six
continents. Noble manages a portfolio of global supply chains
covering a range of energy and other commodity products from over
140 locations and employing more than 70 nationalities. Noble was
ranked number 76 in the 2014 Fortune Global 500.
Advisories
This news release contains forward-looking statements. All
statements, other than statements of historical fact, that address
activities, events or developments that the Company believes,
expects or anticipates will or may occur in the future (including,
without limitation, statements regarding estimates and/or
assumptions in respect of production, revenue, cash flow and costs,
reserve and resource estimates, potential resources and reserves
and the Company's exploration and development plans and objectives)
are forward-looking statements. These forward-looking statements
reflect the current expectations or beliefs of the Company based on
information currently available to the Company. Forward-looking
statements are subject to a number of risks and uncertainties that
may cause the actual results of the Company to differ materially
from those discussed in the forward-looking statements, and even if
such actual results are realized or substantially realized, there
can be no assurance that they will have the expected consequences
to, or effects on, the Company. Factors that could cause actual
results or events to differ materially from current expectations
include, among other things: uncertainty of estimates of capital
and operating costs, production estimates and estimated economic
return; the possibility that actual circumstances will differ from
the estimates and assumptions; failure to establish estimated
resources or reserves; fluctuations in petroleum prices and
currency exchange rates; inflation; changes in equity markets;
political developments in Colombia, Guatemala, Peru, Brazil,
Papua New Guinea, Guyana and Mexico; changes to regulations affecting the
Company's activities; uncertainties relating to the availability
and costs of financing needed in the future; the uncertainties
involved in interpreting drilling results and other geological
data; and the other risks disclosed under the heading "Risk
Factors" and elsewhere in the Company's annual information form
dated March 18, 2015 filed on SEDAR
at www.sedar.com. Any forward-looking statement speaks only as of
the date on which it is made and, except as may be required by
applicable securities laws, the Company disclaims any intent or
obligation to update any forward looking statement, whether as a
result of new information, future events or results or otherwise.
Although the Company believes that the assumptions inherent in the
forward-looking statements are reasonable, forward-looking
statements are not guarantees of future performance and accordingly
undue reliance should not be put on such statements due to the
inherent uncertainty therein. Forward-looking statements in this
news release are made pursuant to the "safe harbor" provisions of
the U.S. Private Securities Litigation Reform Act of 1995 and
applicable Canadian securities laws. When used herein, words such
as "plan", "target", "will", "expect", "anticipate", "estimate",
"may", "should", "intend", "believe", and similar expressions, are
intended to identify forward-looking statements. Forward-looking
statements are based on estimates and assumptions made by the
parties in light of its experience and its perception of historical
trends, current conditions and expected future developments, as
well as other factors that the parties believe are appropriate in
the circumstances. Many factors could cause such estimates and
assumptions to vary or differ materially from those expressed or
implied by the forward-looking statements. Readers should not place
undue reliance on any of these forward-looking statements.
This news release is being made for information purposes only
and is not intended to be, and must not be taken as, the basis for
an investment decision or any investment activity. This news
release does not constitute or form part of any offer or invitation
to sell or issue, or any solicitation of any offer to purchase or
subscribe for, any securities of Pacific Rubiales. The Company has
issued a Management Information Circular dated June 5, 2015 in connection with a special meeting
of shareholders of the Company now to be held on July 28, 2015. Such Circular and the
related meeting materials contain important information regarding
the Arrangement and such meeting. Such Circular contains, among
other things, a complete description of the Arrangement, reasons
for and benefits of the Arrangement, the requirements for the
Arrangement to become effective, the interests of directors and
officers in the Arrangement and information related to voting at
such meeting. Shareholders are encouraged to carefully review
the Circular and related meeting materials in their entirety.
These materials are available under the Company's profile on
www.sedar.com. In addition, a copy of such materials can be
obtained upon request by contacting the Company Secretary at 416
362-7735.
Translation
This news release was prepared in the English language and
subsequently translated into Spanish. In the case of any
differences between the English version and its translated
counterparts, the English document should be treated as the
governing version.
SOURCE Pacific Rubiales Energy Corp.