MONTREAL, QUEBEC--(Marketwire - Oct. 5, 2012) - ProSep Inc. (TSX:PRP) ("ProSep" or the "Company"), dedicated to providing process solutions to the oil and gas industry, today announced that the issued and outstanding common shares of the Company ("Common Shares") will be consolidated on the basis of one (1) post-consolidation Common Share for every twenty (20) pre-consolidation Common Shares (the "Consolidation"). A special resolution was adopted by shareholders of the Company at its Annual and Special Shareholder Meeting held on May 9, 2012 pursuant to which ProSep's Board of Directors was authorized to implement a share consolidation at any time prior to May 9, 2013 upon determination by the Board that such share consolidation would be in the best interests of ProSep, its stakeholders and shareholders.
The Consolidation will have the effect of reducing the number of issued and outstanding Common Shares from approximately 420 million Common Shares pre-Consolidation to approximately 21 million Common Shares post-Consolidation. Proportionate adjustments will be made to the Company's outstanding warrants, restricted share units, deferred share units, convertible securities and stock options in accordance with their respective terms. No fractional Common Shares will be issued pursuant to the Consolidation and any fractional shares that would otherwise be issued will be rounded down to the nearest whole number.
Letters of transmittal with respect to the Consolidation will be mailed to the Company's registered shareholders as soon as practicable. All registered shareholders will be required to send their share certificates representing pre-Consolidation Common Shares, along with a properly executed letter of transmittal, to the Company's registrar and transfer agent, Computershare Investor Services Inc. ("Computershare"), in accordance with the instructions set forth in the letter of transmittal. All registered shareholders who submit to Computershare a completed letter of transmittal, along with their respective certificates representing pre-Consolidation Common Shares, will receive in exchange new certificates representing their post-Consolidation Common Shares. Shareholders who hold their Common Shares through a broker, investment dealer, bank, trust company or other nominee or intermediary should contact such nominee or intermediary for assistance in depositing their Common Shares in connection with the Consolidation.
The Company has received conditional approval from the Toronto Stock Exchange ("TSX") to effect the Consolidation. Subject to final approval of the TSX, it is expected that the post-Consolidation Common Shares will begin trading on the TSX two or three days after the mailing of the letters of transmittal under the current TSX trading symbol "PRP". A new CUSIP number will be obtained to replace the old CUSIP number 7434V108 in order to distinguish pre-Consolidation Common Shares and post-Consolidation Common Shares.
ProSep is a technology-focused process solutions provider to the upstream oil and gas industry. ProSep designs, develops, manufactures and commercializes technologies to separate oil, water and gas generated by oil and gas production. For more information, please visit www.prosep.com.
Caution concerning forward-looking statements
This press release may contain forward-looking statements, including statements regarding the business and anticipated financial performance of ProSep Inc. These statements are based, among others, on the Company's current assumptions, expectations, estimates, objectives, plans and intentions regarding projected revenues and expenses, the economic and industry environments in which the Company operates or which could affect its activities, the Company's ability to attract new clients and consumers as well as its operating costs, raw materials and energy supplies which are subject to a number of risks and uncertainties. Forward-looking statements can generally be identified by the use of the conditional tense, the words "may", "should", "would", "believe", "plan", "expect", "intend", "anticipate", "estimate", "foresee", "objective" or "continue" or the negative of these terms or variations of them or words and expressions of similar nature. Actual results could differ materially from the conclusion, forecast or projection stated in such forward-looking information. These statements are subject to a number of risks and uncertainties that may cause actual results to differ materially from those contemplated by the forward-looking statements. Some of the factors that could cause such differences include but are not limited to the Company's ability to develop, manufacture, and successfully commercialize value added equipments and services, the availability of funds and resources to continue its operations and pursue its projects, legislative or regulatory developments, competition, technological change, changes in government and economic policy, inflation and general economic conditions in geographic areas where ProSep Inc. operates. These and other factors should be considered carefully and undue reliance should not be placed on the forward-looking statements.