CALGARY, ALBERTA--(Marketwired - Nov. 20, 2013) -
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Secure Energy Services Inc. ("Secure" or the "Corporation") (SES.TO) announced today that it has entered into an agreement with a syndicate of underwriters co-led by Raymond James Ltd. and FirstEnergy Capital Corp. and including National Bank Inc., RBC Capital Markets, TD Securities Inc., BMO Capital Markets, CIBC World Markets, Scotia Capital Inc. and Peters & Co. Limited (the "Underwriters"), pursuant to which the Underwriters have agreed to purchase, on a bought deal basis, 6,231,412 common shares (the "Common Shares") of the Corporation at a price of CDN$ 15.35 (the "Offering Price") per Common Share for gross proceeds of approximately CDN$ 95,650,000 (the "Offering").
In addition, the Corporation will grant the Underwriters an over-allotment option, exercisable for a period of 30 days following closing of the Offering, to purchase up to 934,711 additional Common Shares at the Offering Price which if exercised in full would result in additional gross proceeds of approximately CDN$ 14,350,000. The Common Shares will be issued pursuant to a short form prospectus to be filed by Secure in each of the provinces of Canada, and will also be offered for sale internationally pursuant to applicable registration or prospectus exemptions as permitted.
The proceeds of the Offering are expected to be used by the Corporation to fund capital expenditures and for general working capital and corporate purposes. Closing of the Offering is anticipated to occur on or before December 11, 2013 and is subject to certain conditions, including all necessary regulatory approvals, including the approval of the Toronto Stock Exchange.
About Secure Energy Services Inc.
Secure is a TSX publicly traded energy services company that focuses on providing specialized services to upstream oil and natural gas companies.
The Corporation operates three divisions:
Processing, Recovery and Disposal Division: Operating under the name Secure Energy Services Inc., the Processing, Recovery and Disposal Division focuses on clean oil terminalling, custom treating of crude oil, crude oil marketing, produced and waste water disposal, oilfield waste processing, landfill disposal and oil purchase/resale service.
Drilling Services Division: Operating under the name Marquis Alliance Energy Group Inc., the trade name XL Fluid Systems ("XL Fluids") and the trade name Target Rentals ("Target"), the Drilling Services division provides drilling fluid systems and drilling equipment rentals and services. The drilling fluids service line comprises the majority of the revenue for the division which includes the design and implementation of drilling fluid systems for producers drilling for oil, bitumen and natural gas. The Drilling Services division focuses on providing products and systems that are designed for more complex wells, such as medium to deep wells, horizontal wells and horizontal wells drilled into the oil sands.
On Site Division: The On Site division, operating under the name of Frontline Integrated Services, offers integrated water services through frac pond rentals; "CleanSite" waste container services, environmental services which include pre-drilling assessment planning, drilling waste management, remediation and reclamation of former wellsites, facilities, commercial, and industrial properties, and laboratory services; pipeline integrity (inspection, excavation, repair, replacement and rehabilitation); and demolition and decommissioning. These services are offered throughout the WCSB.
This news release does not constitute an offer to sell or the solicitation of an offer to buy the securities in the United States, in any province or territory of Canada or in any other jurisdiction. The securities to be offered have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws and may not be offered or sold within the United States absent registration or absent an applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws.
Cautionary Statement Regarding Forward-Looking Information
Certain statements contained in this document constitute "forward-looking statements" and/or "forward-looking information" with the meaning of applicable securities laws (collectively referred to as "forward-looking statements"). When used in this document, the words "may", "would", "could", "should" "will", "intend", "plan", "anticipate", "believe", "estimate", "expect", and similar expressions, as they relate to Secure, or its management, are intended to identify forward-looking statements. Such statements reflect the current views of Secure with respect to future events and operating performance and speak only as of the date of this document. In particular, this document contains forward-looking statements pertaining to: the anticipated date of closing of the Offering, the gross proceeds of the offering and the use of proceeds from the Offering.
Forward-looking statements involve significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether such results will be achieved. We caution readers not to place undue reliance on these statements as a number of factors could cause actual results to differ materially from the results discussed in these forward-looking statements. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous unknown risks, uncertainties and other factors, many of which are beyond the control of Secure. These risks include, but are not limited to, the risks identified in Secure's Annual Information Form for the year ended December 31, 2012 under the heading "Risk Factors", in Secure's Management Discussion and Analysis for the three and twelve months ended December 31, 2012 and 2011 under the heading "Business Risks" and in Secure's Management Discussion and Analysis for the three and nine months ended September 30, 2013 and 2012 under the heading "Business Risks" and also includes the risks associated with: failing to satisfy all conditions to closing the Offering; the possible failure to realize the anticipated benefits of the use of the proceeds of the Offering by the Corporation, which may differ from that described herein. The risks outlined above should not be construed as exhaustive. Although forward-looking statements contained in this document are based upon what the Corporation believes are reasonable assumptions, the Corporation cannot assure investors that actual results will be consistent with these forward-looking statements. The forward-looking statements in this document are expressly qualified by this cautionary statement. Unless otherwise required by law, Secure does not intend, or assume any obligation, to update these forward-looking statements.
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Chairman, President and Chief Executive Officer
Secure Energy Services Inc.
Executive Vice-President and Chief Financial Officer