FOR: PARAMOUNT RESOURCES LTD.
TSX SYMBOL: POU
FEBRUARY 3, 2003 - 19:51 EST
Paramount Resources Ltd. And Paramount Energy Trust
Announce Receipt Of Regulatory Clearances, Commencement
Of Trust Operations And Declaration Of Dividend
CALGARY, ALBERTA--Paramount Resources Ltd. ("PRL") (TSX : POU)
and Paramount Energy Trust ("PET") jointly announced today that
PET has received all regulatory clearances with respect to its
final prospectus in all jurisdictions in Canada and its
registration statement in the United States. These filings
pertain to PRL's previously announced proposed reorganization
involving the transfer of substantially all of its northeast
Alberta natural gas assets to PET, a newly created royalty trust.
The final prospectus and registration statement qualify and
register (i) Trust Units of PET to be distributed by PRL as a
dividend in kind (the "Dividend") to its shareholders, (ii)
Rights to purchase further Trust Units, such Rights to be issued
by PET to unitholders, and (iii) the Trust Units issuable upon
the exercise of the Rights.
After receipt of the approvals referred to above, PRL transferred
to PET the "Initial Assets" (as that term is defined in the final
prospectus) which comprise PRL's Legend natural gas property. As
a result, PET has commenced its business as an income and royalty
PET also has completed all other transactions described in the
final prospectus that were required to be completed as a
condition to the declaration of the Dividend by the board of
directors of PRL.
The board of directors of PRL has also declared the Dividend of
an aggregate of 9,909,767 PET Trust Units (the "Dividend Trust
Units"). The Dividend will be paid to holders of PRL common
shares of record as of the close of business on February 11, 2003
(the "Dividend Record Time"). Depending on the number of options
to acquire PRL common shares exercised by employees of PRL prior
to the Dividend Record Time, the Dividend will be paid, at a
minimum, on the basis of one Dividend Trust Unit for every 6.079
PRL common shares held at the Dividend Record Time and, at a
maximum, on the basis of one Dividend Trust Unit for every 6 PRL
common shares held at the Dividend Record Time. The exact ratio
for the Dividend will be announced by press release shortly after
the Dividend Record Time.
Also, on or about February 15, 2003, PET will issue to holders of
PET Trust Units three Rights for every Trust Unit held of record
as of the close of business on February 14, 2003. Each Right will
entitle its holder to subscribe for one Trust Unit at a price of
Cdn $5.05 per Trust Unit until 4:30 p.m. (Calgary time) on March
In summary the important dates with respect to the trading of the
Trust Units and Rights are as follows:
- The PRL common shares will commence trading ex-dividend of the
Dividend Trust Units on February 7, 2003.
- The Trust Units will commence trading on a when issued basis on
the Toronto Stock Exchange ("TSX") on February 7, 2003, under the
trading symbol "PMT.UN".
- The dividend record date for the payment of the Trust Units by
PRL pursuant to the Dividend will be February 11, 2003 with the
payment of the Trust Units to be on February 12, 2003.
- The Trust Units will commence trading ex-rights on the TSX on
February 12, 2003
- The Rights will commence trading on a when issued basis on the
TSX on February 12, 2003 under the trading symbol "PMT.RT".
- The rights record date for the issuance by PET of the Rights
will be February 14, 2003.
- The Rights will be issued to holders of the Trust Units on or
about February 15, 2003.
BMO Nesbitt Burns Inc., CIBC World Markets Inc. and FirstEnergy
Capital Corp. are acting as financial advisors to PRL with
respect to the foregoing transactions, and have agreed to act as
dealer managers in Canada under the rights offering.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of
these securities in any State in which such offer, solicitation
or sale would be unlawful prior to registration or qualification
under the securities laws of any such State. The securities to be
offered under the registration statement are in connection with a
distribution by both PET (the issuer of the securities) and PRL
(a security holder of a portion of the securities). A written
prospectus relating to this distribution may be obtained from:
In Canada: In the United States: BMO Nesbitt Burns Inc. BMO Nesbitt Burns Corp. Shane Fildes Bill Schneider 1400, 421 - 7 Avenue SW 700 Louisiana Street, Suite 4425 Calgary, Alberta T2P 4K9 Houston, Texas 77002 (403) 515-1500 (713) 223-4400 CIBC World Markets Inc. CIBC World Markets Corp. Brian Heald David Ash 9th Floor, Bankers Hall East 1600 Smith Street, Suite 3100 855 - 2 Street SW Houston, Texas 77002 Calgary, Alberta T2P 4J7 (713) 650-2000 (403) 260-0500 FirstEnergy Capital Corp. FirstEnergy Capital (USA) Corp. John Chambers James Davidson 1600, 333 - 7 Avenue S.W. 1600, 333 - 7 Avenue SW Calgary, Alberta T2P 2Z1 Calgary, Alberta T2P 2Z1 (403) 262-0600 (403) 262-0600
In addition, persons resident in Canada can view a copy of the
Canadian final prospectus at the SEDAR website at www.sedar.com
and persons resident in the United States can view a copy of the
U.S. registration statement at the EDGAR website which can be
located through www.sec.gov .
PRL is a Canadian oil and natural gas exploration, development
and production company with operations focussed in Western
Canada. PRL's common shares are listed on the Toronto Stock
Exchange under the symbol "POU".
Paramount Energy Trust is a natural gas-focussed Canadian energy
The Toronto Stock Exchange has neither approved nor disapproved
the information contained herein.