NR: Orange Capital files updated early warning https://www.tmxmoney.com/en/news/company_releases/news_full.html?file=201412111913CANADANWCANADAPR_C4749
TORONTO, Dec. 11, 2014 /CNW/ - On December 11, 2014, Orange Capital, LLC ("Orange Capital"), on behalf of Orange Capital Master I, Ltd. ("OCMI"), OC Offshore Investments II, SPC – Segregated Portfolio A ("OCOI") and OC Offshore Investments II, SPC – Segregated Portfolio B ("OCOIB") which are investment funds managed by it (collectively, "Orange"), acquired ownership and control over an additional 335,000 common shares (the "Acquired Shares") of Bellatrix Exploration Ltd. ("Bellatrix"). The Acquired Shares represent approximately 0.17% of the issued and outstanding common shares of Bellatrix ("Shares") based on 191,488,243 Shares issued and outstanding as stated by Bellatrix in its consolidated financial statements for the third financial quarter ended September 30, 2014 (the "Outstanding Shares"). By virtue of his role as Managing Member of Orange Capital, Daniel Lewis has control or direction over all of the Shares beneficially held by Orange Capital which are held by OCMI, OCOI and OCOIB. After giving effect to the acquisition of the Acquired Shares, Orange beneficially owns and controls 27,352,063 Shares, representing approximately 14.28% of the Outstanding Shares.
Orange acquired the Acquired Shares for investment purposes. Orange intends to engage management of Bellatrix (the "Management") and the board of directors of Bellatrix (the "Board") in discussions regarding opportunities to maximize shareholder value. Orange intends to discuss, among other things (i) Bellatrix hiring an independent financial advisor tasked to provide the Board with recommendations on strategic alternatives, capital allocation and improved investor communications; (ii) the size and composition of the Board; (iii) steps to raise Bellatrix's valuation to be in line with its intrinsic value, which current valuation is well below Bellatrix's intermediate sized company peers in the Canadian exploration and production sector (based on both price to proved-developed reserves and on enterprise value to debt adjusted cash flow); (iv) refraining from future dilutive equity issuances and outlining a clear use of proceeds for all newly raised capital; and (v) exploring alternatives to highlight the value of Bellatrix's infrastructure assets.
Orange intends to discuss such matters identified above not only with Management and the Board, but also with other shareholders of Bellatrix and third parties and may take other steps to bring about changes to increase shareholder value, including but not limited to changes involving board composition, as well as pursue other plans or proposals.
The Acquired Shares were acquired through the facilities of the Toronto Stock Exchange, NYSE, Nasdaq, the OTC and other alternative trading systems and platforms related with such exchanges at an average price of CAD$3.58 per Share. Orange may, in the future, take such actions in respect of its holdings as Orange deems appropriate in light of the circumstances then existing.