July 09, 2008
Orbit Garant Drilling Inc. Closes $60 Million Initial Public Offering and Secondary Offering
Orbit Garant Drilling Inc. ("Orbit Garant" or the "Company") (TSX:OGD) is pleased to announce today the completion of its initial public offering of 7,505,006 common shares at a price of $4.00 per share for total gross proceeds to Orbit Garant of $30,020,024 as well as the secondary offering by shareholders of Orbit Garant of 7,494,994 common shares for total gross proceeds to the selling shareholders of $29,979,976. The Company's common shares began trading on the Toronto Stock Exchange today under the symbol "OGD".
The offering was sold through a syndicate of underwriters led by CIBC World Markets Inc. and RBC Dominion Securities Inc. and including National Bank Financial Inc., GMP Securities L.P. and Desjardins Securities Inc. (collectively, the "Underwriters"). The selling shareholders of Orbit Garant have also granted to the Underwriters an over-allotment option, exercisable for a period of 30 days from the closing of the offering, to purchase up to an additional 2,250,000 common shares of the Company from the selling shareholders at a price of $4.00 per share, solely in order to cover over-allotments, if any, and for market stabilization purposes.
The Company will use the net proceeds of the treasury component of the offering to repay amounts outstanding under its existing credit agreement and for the payment of purchase price, working capital and other adjustments pursuant to the share purchase agreement under which the Company previously acquired Forage Orbit Inc. The Company will not receive any proceeds from the secondary offering or from the exercise of the over-allotment option.
As part of the secondary offering, 6705570 Canada Inc. ("Gesco"), a company controlled and owned as to approximately 90% by Pierre Alexandre, sold 2,257,482 common shares, 1684182 Ontario (International) LP ("1684182 International") sold 2,825,805 common shares directly owned by it and 1684182 Ontario LP ("1684182 Ontario") sold 1,074,195 common shares directly owned by it. In addition, Pierre Alexandre directly acquired ownership and control of an additional 500,000 common shares pursuant to the offering, and was granted options to acquire 75,000 common shares on the closing of the offering.
Following the completion of the offering, Pierre Alexandre controls a total of 10,270,451 common shares (representing approximately 31.8% of the 32,281,542 issued and outstanding common shares). Of these, Pierre Alexandre directly owns 500,000 common shares and indirectly beneficially owns, through his approximately 90% ownership interest in Gesco, 8,793,406 common shares, representing approximately 28.8% of the 32,281,452 issued and outstanding common shares. Pierre Alexandre also holds options exerciseable for 75,000 common shares at an exercise price of $4.00 per common share. In addition, 1684181 Ontario Inc. currently controls a total of 5,491,550 common shares of Orbit Garant, representing approximately 17% of the 32,281,542 issued and outstanding common shares as general partner of each general partner of 1684182 International and 1684182 Ontario. Of these, 1684182 International directly owns 3,978,986 common shares (representing approximately 12.3% of the 32,281,542 issued and outstanding common shares) and 1684182 Ontario directly owns 1,512,564 common shares (representing approximately 4.7% of the 32,281,542 issued and outstanding common shares).
In addition, Pierre Alexandre, Gesco, Eric Alexandre, 1684182 Ontario, 1684182 International (collectively the "Shareholder Parties") and Orbit Garant entered into a voting agreement on the closing of the offering pursuant to which (i) Orbit Garant Drilling Inc. agreed to nominate for, and the Shareholder Parties, agreed to vote in favour of, certain persons as directors of Orbit Garant and (ii) the Shareholder Parties agreed to vote their common shares in the same manner on any matter that may come before the shareholders of Orbit Garant (provided that, if they cannot mutually agree on the manner in which their common shares will be voted, the matter will be referred to a mediator and if no agreement is reached following mediation, they will vote their common shares in their own discretion).
The acquisition of the common shares by each of Pierre Alexandre, Gesco, 1684182 International and 1684182 Ontario was made for investment purposes only. Each of Pierre Alexandre, Gesco, 1684182 International and 1684182 Ontario may, subject to market conditions and in accordance with applicable securities laws, take other actions in respect of its investment in Orbit Garant, including making additional investments in or effecting dispositions of securities of Orbit Garant, including additional purchases of common shares.
If the over-allotment option granted in favour of the Underwriters is exercised, each of Gesco, 1684182 International and 1684182 Ontario will sell up to an additional 525,668, 658,004 and 250,132 common shares, respectively, at a price of $4.00 per common share.
Pursuant to a registration rights agreement entered into on the closing of the offering between Orbit Garant, Pierre Alexandre, Eric Alexandre, Gesco, 1684182 Ontario and 1684182 International, 1684182 Ontario and 1684182 International together and Gesco will have the right to request that Orbit Garant increase the size of any equity offering for which Orbit Garant files a prospectus by up to 25% and 15%, respectively, in order to sell common shares held by them.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
About Orbit Garant
Orbit Garant is one of the largest Canadian-based drilling companies, providing both underground and surface drilling services in Canada and internationally through its 116 drills and approximately 500 employees. Orbit Garant provides services to major, intermediate and junior mining companies, through each stage of mining exploration, development and production.
For further information, please contact:
Orbit Garant Drilling Inc.
President and Chief Operating Officer
819-824-2707 x 233