CALGARY, ALBERTA--(Marketwired - Sep 20, 2013) - Ian Atkinson, Suite 2000, 250 - 6th Avenue SW, Calgary, Alberta T2P 3H7, announces that, pursuant to the Acquisition described below, he has acquired beneficial ownership of, and/or control or direction over, 10,062,500 non-voting exchangeable shares in the capital of Dixie Energy Holdings (Canada) Ltd. ("Dixie Canada") at a deemed price of $0.80 per share (the "Exchangeable Shares"). Each Exchangeable Share is exchangeable for no additional consideration at the election of the holder into one trust unit (a "Trust Unit") of Dixie Energy Trust (the "Trust") in accordance with, and subject to, the terms of the Exchangeable Shares.
The Exchangeable Shares were acquired as partial consideration for the acquisition by the Trust, through its wholly-owned subsidiary, Dixie Canada, of all of the issued and outstanding shares of Dogtooth Investments Ltd. (the "Acquisition") from Ian Atkinson and Allison Atkinson. Ian Atkinson exercises control or direction over the newly-acquired Exchangeable Shares and the previously-held Trust Units registered in the name of Allison Atkinson. The 10,062,500 Exchangeable Shares owned by or over which Ian Atkinson exercises control or direction pursuant to the Acquisition would, if exchanged into Trust Units, represent 17.7% of the then outstanding Trust Units.
Following the completion of the Acquisition, Mr. Atkinson owns or exercises control or direction over an aggregate of 200,000 Trust Units and 10,062,500 Exchangeable Shares and holds 50,000 options and 50,000 restricted awards, all of which are exchangeable or exercisable into Trust Units. If, together with the Trust Units already held, all such securities were exchanged or converted into Trust Units, Mr. Atkinson would own or exercise control or direction over an aggregate of 10,362,500 Trust Units, representing 18.2% of the Trust Units issued and outstanding on September 20, 2013.
The Exchangeable Shares were acquired for investment purposes. Mr. Atkinson may, in the future, increase or decrease his ownership of securities of the Trust, directly or indirectly, from time to time depending upon the business and prospects of the Trust and future market conditions.
Ian Atkinson is a director and the Chairman of Dixie Energy Ltd., the administrator of the Trust (the "Administrator"), a director of Dixie Canada and a director and officer of Dogtooth Investments Ltd. The Acquisition is exempt from the valuation and minority approval requirements of Multilateral Instrument 61-101 - Take-Over Bids and Special Transactions because neither the fair market value of the subject matter of the Acquisition, nor the fair market value of the consideration for the Acquisition, exceeds 25% of the Trust's market capitalization.
An early warning report will be filed on SEDAR and will be available for review at www.sedar.com under the Trust's profile. A copy of the early warning report can be obtained from the contact below.
- Mergers, Acquisitions & Takeovers