PrimeWest Energy Trust Announces Process for Conditional Conversion of PrimeWest
Convertible Debentures
NOV 12, 2007 - 08:01 ET
CALGARY, ALBERTA--(Marketwire - Nov. 12, 2007) - PrimeWest Energy Trust ("PrimeWest"
or the "Trust") (TSX:PWI.UN) (TSX:PWI.DB.A) (TSX:PWI.DB.B) (TSX:PWI.DB.C) (TSX:PWX)
(NYSE:PWI) announces today the issuance of a notice explaining the process by which
holders of any of the 7.50% convertible unsecured subordinated series I debentures,
7.75% convertible unsecured subordinated series II debentures or the 6.50% convertible
unsecured subordinated series III debentures of the Trust (collectively, the "PrimeWest
Convertible Debentures") may convert their PrimeWest Convertible Debentures into
trust units of the Trust ("Units") conditional on the Arrangement described below
becoming effective.
On September 24, 2007 PrimeWest announced that it had entered into an agreement
(the "Arrangement Agreement") with 1350849 Alberta Ltd. ("Purchaser") and TAQA North
Ltd., both of which are wholly-owned subsidiaries of Abu Dhabi National Energy Company
PJSC. The Arrangement Agreement provides for the acquisition by Purchaser of all
of the issued and outstanding Units of PrimeWest (the "Units") and all of the issued
and outstanding exchangeable shares (the "Exchangeable Shares") of PrimeWest Energy
Inc. ("PEI") for a cash consideration of C$26.75 per Unit, all pursuant to a plan
of arrangement under the Business Corporations Act (Alberta) (the "Arrangement").
An Information Circular mailed to Securityholders in late October 2007 contains
a detailed description of the Arrangement and is available on SEDAR (www.sedar.com) and EDGAR (www.sec.gov/edgar.shtml), as well as on the PrimeWest
website at www.primewestenergy.com.
The Special Meeting of PrimeWest securityholders to vote on the Arrangement will
be held Wednesday, November 21, 2007 at the Metropolitan Conference Centre, 333
- 4th Avenue S.W., Calgary, Alberta at 3:00 p.m. Mountain Standard Time.
Registered holders of PrimeWest Convertible Debentures may convert all or part of
their PrimeWest Convertible Debentures into Trust Units and participate in the Arrangement
by duly completing and signing the conversion notice located on the back of the
PrimeWest Convertible Debenture certificate and delivering the conversion notice
with the certificate to Computershare Trust Company of Canada at its offices located
at Suite 710, 530 - 8th Avenue S.W., Calgary, Alberta T2P 3S8 or 100 University
Avenue, 9th Floor, Toronto, Ontario M5J 2Y1 by no later than 5:00 PM (Calgary time)
on Tuesday, November 20, 2007 (or if the effective date does not occur on November
23, 2007 such other day which is the third business day prior to the effective day
of the Arrangement).
Alternatively, registered holders may elect to convert all or part of their PrimeWest
Convertible Debentures conditional upon the completion of the Arrangement by completing
and signing the conditional conversion notice available on the PrimeWest website
(www.primewestenergy.com)
or from Computershare at the address above.
Beneficial holders who hold their PrimeWest Convertible Debentures through a broker,
nominee or intermediary who wish to irrevocably convert or conditionally convert
their PrimeWest Convertible Debentures into Trust Units, should provide instructions
to their broker, nominee, or intermediary, as applicable. The date of conversion
for any conditional conversions will be deemed to be immediately prior to the effective
time on the effective date of the Arrangement.
If the PrimeWest securityholders do not approve the Arrangement, or court approval,
or other regulatory approvals are not obtained, or the Arrangement does not proceed
for any other reason, all conditional conversions will be considered to be null
and void and the PrimeWest Convertible Debentures will not be converted. Any holder
who nonetheless wishes to convert PrimeWest Convertible Debentures will be required
to send a conversion notice in the manner explained in the trust indenture governing
the PrimeWest Convertible Debentures. Unconditional conversions will be effective
regardless of whether or not the Arrangement proceeds.
PrimeWest is a Calgary-based conventional oil and gas royalty trust that actively
acquires, develops, produces and sells natural gas, crude oil and natural gas liquids
for the generation of monthly cash distributions to Unitholders. Trust Units of
PrimeWest trade on the Toronto Stock Exchange (TSX) under the symbol "PWI.UN" and
on the New York Stock Exchange under the symbol "PWI." Exchangeable Shares of PEI
trade on the TSX under the symbol "PWX." Series I PrimeWest Convertible Debentures
trade on the TSX under the symbol "PWI.DB.A," Series II PrimeWest Convertible Debentures
trade under the symbol "PWI.DB.B" and Series III PrimeWest Convertible Debentures
trade under the symbol "PWI.DB.C."
To learn more about PrimeWest, please visit our website at www.primewestenergy.com.
FOR FURTHER INFORMATION PLEASE CONTACT:
PrimeWest Energy Trust
George Kesteven
Manager, Investor Relations
(403) 699-7367 or Toll Free: 1-877-968-7878
or
PrimeWest Energy Trust
Debbie Carver
Investor Relations Advisor
(403) 699-7464 or Toll Free: 1-877-968-7878
Email: investor@primewestenergy.com
Website: www.primewestenergy.com