Hutchison Whampoa Europe Investments S.à r.l. Sells Common Share Purchase Warrants Back to Cenovus
LUXEMBOURG, June 14, 2023 (GLOBE NEWSWIRE) — Hutchison Whampoa Europe Investments S.à r.l. (“HWEI”) today announced that pursuant to a warrant repurchase agreement (the “Agreement”) with Cenovus Energy Inc. (“Cenovus”), Cenovus repurchased for cancellation from HWEI 26,299,491 common share purchase warrants (the “Warrants”) of Cenovus at a price of C$15.6357 per Warrant for aggregate gross proceeds to HWEI of C$411,210,951.43 (the “Repurchase”), which will be paid by Cenovus to HWEI on or before January 5, 2024. Each Warrant entitled the holder thereof to acquire one Common Share until January 1, 2026 at an exercise price of C$6.54 per Common Share.
Immediately prior to the Repurchase, HWEI exercised control over 316,927,051 Common Shares and 26,299,491 Warrants (representing approximately 16.7% of the outstanding Common Shares on a non-diluted basis and approximately 17.8% of the outstanding Common Shares on a partially-diluted basis assuming the exercise of its Warrants). Immediately prior to the Repurchase, HWEI’s 26,299,491 Warrants represented approximately 48.6% of the issued and outstanding Warrants.
Immediately following the Repurchase, HWEI exercises control over 316,927,051 Common Shares (representing approximately 16.7% of the outstanding Common Shares on a non-diluted basis, as at the date hereof) and does not exercise control over any Warrants.
HWEI disposed of the Warrants in the ordinary course of its business operations. HWEI holds its Common Shares for investment purposes and may, depending on market and other conditions, acquire additional securities of Cenovus through market transactions, private agreements, treasury issuances, dividend reinvestment programs, exercise of options, convertible securities or otherwise, or may sell all or some portion of the securities of Cenovus it owns or controls, or may continue to hold its securities of Cenovus, in each case subject to the standstill agreement, registration rights agreement and pre-emptive rights agreement with Cenovus.
HWEI will file an early warning report with the securities regulators in each of the provinces and territories of Canada with respect to the foregoing matters pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, in connection with the Warrants sold, a copy of which will be available under the Cenovus’ profile on SEDAR at www.sedar.com. A copy of such early warning report may also be obtained by contacting J. Laffin at 416-869-5500.
Cenovus’s head office is located at 225 6th Avenue S.W., Suite 4100, Calgary, Alberta, Canada T2P 1N2. The head office of HWEI is located at 7, Rue du Marché-aux-Herbes, L-1728 Luxembourg, Grand Duchy of Luxembourg.
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