RE:Reading skills Completion of the Arrangement is subject to various closing conditions, including receipt of regulatory approvals. Long Run and the Purchaser are diligently working together toward the completion of the required Canadian regulatory approvals, including under the
Investment Canada Act and the
Competition Act (Canada).
The Arrangement is currently expected to close in late April 2016 following the receipt of Canadian regulatory approvals. Read more at
https://www.stockhouse.com/news/press-releases/2016/03/02/long-run-exploration-ltd-announces-receipt-of-court-approval-of-plan-of#Z7siZlCrsh00qCZ0.99 “expected” does not = “guaranteed” The IR Department will continue to say the same thing until;
- It actually happens.
- It doesn’t happen and the have no choice and revise the “official” statement.
As per the Information Circular the “Outside Date” for closing is April 30 2016 but it can be extended if necessary.
“Outside Date” means April 30, 2016, subject to the right of Purchaser to postpone the Outside Date for up to an additional 90 days (in 30-day increments) if the Regulatory Approvals have not been obtained and have not been denied by a non-appealable decision of a Governmental Authority, by giving written notice to Long Run to such effect no later than 5:00 p.m. (Calgary time) on the date that is not less than 10 days prior to the original Outside Date (and any subsequent Outside Date), or such later date as may be agreed to in writing by Purchaser and Long Run; provided that notwithstanding the foregoing, Purchaser shall not be permitted to postpone the Outside Date if the failure to obtain a Regulatory Approval is materially the result of Purchaser or Guarantor failing to cooperate in accordance with the provisions of this Agreement in obtaining such Regulatory Approval; If I am understanding this correctly (no guarantee) Sinoenergy would have had to advise Long Run on April 20 to extend the “Outside Date”. I would think that had that happened Long Run would have ben required to issue an NR…
**The Money (important part) (e) Purchaser shall have irrevocably deposited, or caused to be deposited with the Depositary, and Long Run shall have received written confirmation of the receipt of such funds by the Depositary, not later than one Business Day prior to the Closing Date, the aggregate amount that will be payable to the Long Run Shareholders under the Arrangement, and, if applicable, the aggregate amount that will be payable to the Long Run Debentureholders under the Arrangement; and (f) Purchaser shall have irrevocably deposited, or caused to be deposited, with their solicitors for deposit into escrow pursuant to an escrow agreement the Credit Agreement Escrow Amount not later than one Business Day prior to the Closing Date and such solicitors shall have confirmed the receipt of the same to Long Run. ** There is a requirement for $100m to be deposited in a “escrow account” re the Credit Facility.
The conditions in this Section 5.3 are for the exclusive benefit of Long Run and may be asserted by Long Run regardless of the circumstances or may be waived by Long Run in its sole discretion, in whole or in part, at any time and from time to time without prejudice to any other rights which Long Run may have. If I am understanding this correctly (no guarantee) if Sinoenergy doesn’t have the Cash in place in time for closing by April 30 Long Run can give them some more time if they chose to if the Lenders agree ($100m escrow re Credit Facility)…or not…
There seems to be a lot of “fine print” and “weasel clauses” in these documents and a lot of different ways that a Deal can fall apart or take longer to close than originally advertised….
“It’s not a “Done Deal” until the money changes hands”!!
As Always; Do Your Own Due Diligence; It’s Your Money !!