ECN Capital Announces Preliminary Results of Substantial Issuer Bid



ECN Capital announced the preliminary results of its modified “Dutch auction” substantial issuer bid to purchase for cancellation up to $265 million of its outstanding common shares from shareholders for cash. The Offer expired at 5:00 p.m. (Toronto time) on January 10, 2019.

In accordance with the terms and conditions of the Offer and based on the preliminary count by Computershare Trust Company of Canada, as depositary for the offer, the company expects to take up and purchase for cancellation approximately 70,666,666 shares at a purchase price of
$3.75 per Share. The shares expected to be purchased under the offer represent approximately 23.04% of the shares issued and outstanding before giving effect to the offer. After giving effect to the offer, approximately 235,976,685 shares are expected to be issued and outstanding.

Based on the preliminary count by the depositary, approximately 83,700,039 shares (including those delivered pursuant to notice of guaranteed delivery) were properly tendered to the offer and not withdrawn at the purchase price. As the offer was oversubscribed, the Company will purchase the successfully tendered Shares on a pro-rata basis following determination of the final results of the offer, except that “odd lot” tenders (of holders beneficially owning fewer than 100 Shares) will not be subject to pro-ration. The company expects that tendering shareholders subject to pro-ration will have approximately
84.43% of their tendered shares purchased by the company under the offer.

The number of s01hares to be purchased under the offer, the pro-ration factor and the purchase price are preliminary and subject to verification by the depositary. The company and the depositary expect to release the final results of the offer, including the final purchase price and pro-ration factor, on or before January 17, 2019. The company will make the payment for the Shares tendered and accepted for purchase by tendering the aggregate purchase price to the depositary on or before January 17, 2019 in accordance with the Offer and applicable laws and the depositary will effect payment to shareholders promptly thereafter. Payment for the Shares will be made in cash, without interest. Any shares invalidly tendered or tendered and not purchased will be returned to the tendering shareholder promptly by the depositary.

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