|By Marketwired .||
|January 18, 2013 09:38 PM EST||
CALGARY, ALBERTA -- (Marketwire) -- 01/19/13 -- Skope Energy Inc. (the "Company") today announced that Pine Cliff Energy Ltd. ("Pine Cliff") obtained an order on January 15, 2012 (the "Meeting Order") from the Court of Queen's Bench of Alberta (the "Court"): (a) accepting the filing of a plan of compromise and arrangement under the Companies' Creditors Arrangement Act (the "CCAA") by Pine Cliff concerning, affecting and involving Skope Energy Inc. and Skope Energy International Inc. (collectively, "Skope") (the "Plan"); (b) authorizing Skope and Pine Cliff to establish one class of unsecured creditors in the Plan for the purposes of considering and voting on the Plan; (c) authorizing and directing Skope to call, hold and conduct a meeting of certain of its creditors (the "Creditors' Meeting") to consider and vote on a resolution to approve the Plan; and (d) approving the procedures to be followed with respect to the calling and conduct of the Creditors' Meeting.
The purpose of the Plan is to restructure Skope's debt and to effect a compromise of the claims of all unsecured creditors of Skope. The Plan contemplates the compromise and arrangement of the claims of all unsecured creditors by the payment of a distribution to all unsecured creditors pursuant to the provisions of the CCAA.
The Plan proposed by Pine Cliff, in addition to restructuring Skope's unsecured claims, will result in the redemption, without compensation, of all of the outstanding shares of Skope (the "Skope Shares"). Pursuant to the Plan: (i) a new class of redeemable shares (the "Redeemable Shares") of the Company will be created; (ii) the existing Skope Shares will be converted to Redeemable Shares; (iii) a new class of voting shares (the "Class A Voting Shares") of the Company will be created; and (iv) new Class A Voting Shares will be issued to Pine Cliff or its nominee for $1.00. On the date that the Plan as proposed by Pine Cliff is implemented, the existing Skope Shares will be redeemed by the Company for no consideration and all related options, warrants and other rights to acquire Skope Shares will be cancelled, without compensation.
In order to be approved, the Plan must receive the affirmative vote of a majority in number of affected creditors with voting claims, and two-thirds in value of the voting claims held by such affected creditors, in each case who vote (in person or by proxy) on the Plan at the Creditors' Meeting. The Meeting Order provides that a notice to creditors, the Plan, form of proxy and instructions to creditors (the "Meeting Materials") relating to the Creditors' Meeting will be mailed to affected creditors on or before January 18, 2013 and that the Creditors' Meeting will be held on February 15, 2013. Holders of Skope Shares are not entitled to vote at the Creditors' Meeting, except in their capacity as creditors, if applicable. The date of which the Plan will become effective, is expected to be on or about February 20, 2013.
Further details regarding the Plan and the Meeting are available on the Monitor's website at http://cfcanada.fticonsulting.com/sfc. A copy of the Meeting Order is available on the Monitor's website at http://www.ey.com/ca/skopeenergy.
All inquiries regarding the Company's proceedings under the CCAA should be directed to the Monitor, Ernst & Young Inc., #1000, 440 - 2nd Avenue S.W., Calgary, Alberta T2P 5E9, Attention Jessica Caden, or by telephone at (403) 206-5153. Information about the CCAA proceedings, including copies of all court orders and the Monitor's reports, are available at the Monitor's website http://www.ey.com/ca/skopeenergy.
Certain statements contained in this release include statements which contain words such as "anticipate", "could", "should", "expect", "seek", "may", "intend", "likely", "will", "believe" and similar expressions, statements relating to matters that are not historical facts, and such statements of our beliefs, intentions and expectations about development, results and events which will or may occur in the future, constitute "forward-looking information" within the meaning of applicable Canadian securities legislation and are based on certain assumptions and analysis made by us derived from our experience and perceptions. Forward-looking information in this release includes, but is not limited to, the terms of the Plan and the expected effective date of the Plan under the Companies' Creditors Arrangement Act.
All such forward-looking information is based on certain assumptions and analyses made by us in light of our current experience and expected future developments, as well as other factors we believe are appropriate in the circumstances. The risks, uncertainties, and assumptions are difficult to predict and may be impacted by other factors, many of which are beyond our control.
Actual results, performance or achievements could differ materially from those expressed in, or implied by, this forward-looking information and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking information will transpire or occur, or if any of them do, what benefits will be derived there from. Except as required by law, the Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise.
The forward-looking information contained in this release is expressly qualified by this cautionary statement.
Attention Jessica Caden
Ernst & Young Inc.
#1000, 440 - 2nd Avenue S.W.
Calgary, Alberta T2P 5E9
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