Ringo Holding LP, an Ontario-based partnership owned by South American private equity firm Southern Cross Group, has acquired securities of Estrella International Energy Services Ltd. at a price of $0.15 per unit, for an aggregate purchase price of $25 million. Estrella, an oil and gas business with primary operations in Columbia and other South American countries, has been a portfolio investment of Southern Cross since 2011.
Ringo Holding L.P. (the “Partnership”), an Ontario limited partnership of which Southern Cross Latin America Private Equity Fund IV, L.P. (“Southern Cross”) is the sole limited partner, today announced that it has completed the acquisition of 166,666,667 units (“Units”) of Estrella International Energy Services Ltd. (the “Company”) at a price of CAD$0.15 per Unit, for an aggregate purchase price of CAD$25,000,000 (the “Transaction”) by way of private placement pursuant to a definitive investment agreement (the “Investment Agreement”) entered into on June 26, 2012 by the Partnership and the Company. A copy of the Investment Agreement can be found on the Company’s profile at www.sedar.com.
Each Unit is comprised of 1 common share (a “Common Share”) in the capital of the Company and 0.4 Common Share purchase warrants (each whole warrant a “Warrant”). Each Warrant will entitle the holder to purchase 1 Common Share at an exercise price of CAD$0.15 per share for a period of 18 months from the date of issuance. After six months from the date of issuance, if the 10 day weighted average market price of the Common Shares is greater than CAD$0.25, the exercise price of the Warrants will be equal to the higher of CAD$0.15 or 90% of the current market price.
Pursuant to the Transaction and the acquisition of the Units thereto, the Partnership acquired 166,666,667 Common Shares and 66,666,667 Warrants. Prior to the completion of the Transaction, neither Southern Cross nor the Partnership owned any of the issued and outstanding Common Shares or any securities convertible into Common Shares. Based on 132,809,783 Common Shares currently issued and outstanding, the Partnership now beneficially owns or exercises control over approximately 55.7% of the issued and outstanding Common Shares on a non-diluted basis and, upon exercise of the Warrants, approximately 63.7% of the issued and outstanding Common Shares on a non-diluted basis.
Further details relating to the Transaction are set out in the Company’s press release of June 26, 2012 and the Company’s Management Information Circular dated June 29, 2012 (both as filed on the Company’s profile at www.sedar.com). The Transaction was subject to certain conditions including but not limited to approval of the Company’s shareholders (the “Shareholders”). On July 27, 2012, the Company issued a press release (as filed on the Company’s profile at www.sedar.com) announcing that the Shareholders approved the Transaction.
The Partnership has acquired the Common Shares and Warrants for investment purposes only. Depending on market conditions and other factors that the Partnership may deem material to its investment decisions, the Partnership may in the future acquire further securities of the Company in the open market, pursuant to the exercise of the Warrants or in privately negotiated purchases or otherwise, and may also, depending on then current circumstances, dispose of all or a portion of the Common Shares, Warrants or any other securities of the Company it acquires, in one or more transactions, in each case to the extent then permitted by applicable law.
This news release is being issued under the early warning provisions of Canadian provincial securities legislation. The Partnership is filing an early warning report on the Company’s profile on SEDAR at www.sedar.com.
A copy of the early warning report can be obtained
Gonzalo Alende Serra
Chief Administrative Officer
54 11 4816 5054
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