27 August 2004
Pan-Ocean Energy announces EastCoast Energy listing on TSXV effective 31 August 2004
St. Helier, Jersey. Pan-Ocean Energy Corporation Limited ("PanOcean", or the "Company") has announced that the listing of EastCoast Energy Corporation ("EastCoast Energy") on TSX Venture Exchange has been approved. The listing marks the successful completion of the spinout of the Company's Tanzania natural gas business unit to shareholders.
Effective at the opening of trading on Tuesday, 31 August 2004 (the "Listing Date"), the EastCoast Energy Class A Common Shares and EastCoast Energy Class B Subordinate Voting Shares will be listed and posted for trading on TSX Venture Exchange under the trading information set out below:
|Stock Symbols:||ECE.A||CUSIP: G29067 10 8|
|ECE.B||CUSIP: G29067 11 6|
Also effective at the opening of trading on Tuesday, 31 August 2004, the Class A Common Shares (the "Class A Shares") (Symbol: POC.A) and the Class B Subordinate Voting Shares (the "Class B Shares") (Symbol: POC.B) of Pan-Ocean will be listed and posted for trading on TSX under the same trading symbols, but with new CUSIP information as set out below:
|Stock Symbols:||POC.A||CUSIP: G6890N 12 8|
|POC.B||CUSIP: G6890N 13 6|
The foregoing results from a recently effected scheme of arrangement (the "Arrangement") involving the Company and a wholly-owned subsidiary of the Company, EastCoast Energy, pursuant to which, as applicable:
|i)||each current Class A Share of the Company will be exchanged for one new Class A Common Share (the "New Class A Share") of the Company and one EastCoast Energy Class A Common Share (the "EastCoast Class A Share"); and|
|ii)||each current Class B Share of the Company will be exchanged for one new Class B Subordinate Voting Share (the "New Class B Share") of the Company and one EastCoast Energy Class B Subordinate Voting Share (the "EastCoast Class B Share").|
Letters of Transmittal were mailed to all registered holders of the Class A Shares and Class B Shares of the Company on or about 18 May 2004 and replacement Letters of Transmittal were mailed to registered U.S.-only holders of the Class A Shares and Class B Shares of the Company on or about 19 August 2004 requesting registered shareholders to return the duly completed and executed Letters of Transmittal, together with their certificates representing the Class A Shares and Class B Shares of the Company, to CIBC Mellon Trust Company in Toronto in order to receive certificates representing, as applicable, the New Class A Shares and EastCoast Class A Shares or the New Class B Shares and EastCoast Class B Shares to which they are entitled. Beneficial or non-registered shareholders, being shareholders not holding share certificates, should contact their respective investment dealers to confirm that their holdings are exchanged by their investment dealers.
In lieu of fractional shares, the number of New Class A Shares, EastCoast Energy Class A Shares, New Class B Shares or East Coast Energy Class B Shares will be rounded down to the next lowest whole number. No certificates representing fractional interests will be issued pursuant to the Arrangement.
For greater clarity, Monday, 30 August will be the last day for which purchases of PanOcean Class A or Class B shares will result in the purchaser receiving both PanOcean and EastCoast Energy shares. All purchases of PanOcean shares on or after the Listing Date, being on or after Tuesday, 31 August 2004, will be for shares of PanOcean only and not EastCoast Energy.
Forward Looking Statements
This disclosure contains certain forward-looking estimates that involve substantial known and unknown risks and uncertainties, certain of which are beyond PanOcean's control, including: the impact of general economic conditions in the areas in which the Company operates, civil unrest, industry conditions, changes in laws and regulations including the adoption of new environmental laws and regulations and changes in how they are interpreted and enforced, increased competition, the lack of availability of qualified personnel or management, fluctuations in commodity prices, foreign exchange or interest rates, stock market volatility and obtaining required approvals of regulatory authorities. In addition there are risks and uncertainties associated with oil and gas operations, therefore PanOcean's actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking estimates and, accordingly, no assurances can be given that any of the events anticipated by the forward-looking estimates will transpire or occur, or if any of them do so, what benefits, including the amounts of proceeds, that PanOcean will derive therefrom .
For further information please contact:
W. David Lyons, Chairman
+255 (0)22 2138737
Nigel A Friend, CFO
+255 (0)22 2138737