Name - Pantera Drilling
Symbol - RIG.RT
Cusip Number - 69866H 11 8
Expiry Date - Oct. 23, 2008
Pantera Drilling rights offering
2008-09-25 17:47 MT - Rights Offering
TSX bulletin 2008-1103
Rights symbol: RIG.RT
Cusip No. for rights: 69866H 11 8
Securityholder entitlement: One right for each trust unit held on the record date.
Terms of the rights: Four rights plus $3.13 for one additional trust unit
Expiry time: 4 p.m. (Calgary time), Oct. 23, 2008.
Ex rights date: Sept. 29, 2008
Record date: Oct. 1, 2008
Designated market-maker: Byron Securities Ltd.
Holders of trust units of record as of the close on Wednesday, Oct. 1, 2008, will be granted the right to subscribe for one unit for every four units held on such record date at a subscription price of $3.13 per unit. The rights are evidenced by transferable rights certificates registered in the names of holders of units of record on the record date on the basis of one right for each unit, four rights entitling the holder to subscribe for one unit at $3.13 per unit. The rights will expire at 4 p.m. (Calgary time) on Oct. 23, 2008.
The units will commence trading on an ex rights basis at the open on Monday, Sept. 29, 2008, at which time the rights will be posted for trading on a when-issued basis.
This offering of rights is being made in all provinces and territories of Canada, except Quebec, and in any jurisdiction where the offering can be lawfully made. Rights certificates will not be issued to unitholders resident in the United States, the province of Quebec or in any other jurisdiction outside of the qualified jurisdictions. Instead, Valiant Trust Co. will notify such unitholders that the rights certificates to which they are entitled will be issued to and held by the subscription agent, which will hold the same and the rights evidenced thereby as agent for the benefit of such unitholders. The subscription agent will hold the rights until Oct. 13, 2008, following which time it will attempt to sell, on a best-efforts basis, such rights through the facilities of the Toronto Stock Exchange. Any proceeds received by the subscription agent from such sales will be divided on a pro rata basis among such unitholders, based on the number of rights that would have been issued to such unitholders, and delivered by mailing cheques, in Canadian funds, to those unitholders' registered addresses, as soon as possible after the rights expiry time.
Holders of a rights certificate may subscribe for units by completing Form 1 on the face of the rights certificate and forwarding the rights certificate so completed together with payment of $3.13 per unit subscribed for to the subscription agent in Calgary or Toronto so as to be received there prior to the rights expiry time.
No fractional units will be issued. Each unitholder holding a number of rights not evenly divisible by four will be entitled to round down its subscription to the next whole number of units.
A holder of a rights certificate who has fully exercised all of the rights evidenced by such certificate will be entitled to subscribe for additional units, if available, at a price of $3.13 per unit, by completing Form 2 as well as Form 1 attached to the rights certificate, and delivering such certificate and payment of the subscription price for each additional unit subscribed for to the subscription agent as indicated above so as to be received there prior to the rights expiry time. If the total number of units subscribed for under the additional subscription privilege exceeds the number of units available, the available units will be allotted on a pro rata basis. If a participant in the additional subscription privilege is allotted a number of units less than the number specified in Form 2 by such subscriber, the subscription agent will refund the excess of the total subscription price paid by such participant.
A holder of rights, in lieu of exercising rights to subscribe for units, may sell or transfer their rights evidenced by a rights certificate by completing Form 3 as attached to the rights certificate and delivering the rights certificate to the purchaser (transferee).
It is anticipated that the rights offering circular and rights certificates will be mailed to holders of units on or about Oct. 2, 2008. The company has not retained the services of any securities dealer or broker to solicit subscriptions for the rights and will not pay any fee or commission for soliciting such subscriptions.
Pursuant to a standby purchase agreement dated Sept. 17, 2008, certain members of the board of trustees of the trust have agreed, subject to certain conditions, to purchase any units issuable pursuant to the exercise of rights not acquired by other rights holders under the basic subscription privilege or the additional subscription privilege.
Trading and settlement rules
Trade dates Settlement dates
Oct. 20, 2008 Oct. 22, 2008
Oct. 21, 2008, and Oct. 22, 2008 Cash next day
Oct. 23, 2008 Cash same day
All trades on Oct. 20, 2008, will be for special settlement on Oct. 22, 2008. These trades will appear on the CDS Clearing and Depository Services Inc. settlement report and will be recorded with a settlement date of Oct. 22, 2008.
All trades on Oct. 21 and Oct. 22, 2008, will trade for cash settlement the following business day. Trades on Oct. 23, 2008, from the open to noon will be for same-day cash settlement.
Selling participating organizations must have the rights that are being sold in their possession or owed to them through clearing prior to such sale.
Should fail positions exist on the expiry date, purchasing participating organizations have the option of paying for the rights purchased and demanding delivery of the securities into which the rights are exercisable. Reference should be made to Rule 5-303.
Such demand shall be made before 4 p.m. (Toronto time) on the expiry date of Oct. 23, 2008.
Investors should contact their brokers for information or advice on their investments.
Rights give existing shareholders a chance to proportionately buy shares in the new issue the company is putting out to raise more funds. The certificate showing this privilege is called a right. It gives the stockholders the first opportunity, to buy the new securities.
An offer made by a company to its shareholders to enable them to buy new shares in the company at a discount to the market price.