Hanwei Energy Services Corp.
TSX : HE

Hanwei Energy Services Corp.

February 03, 2015 17:24 ET

Hanwei Energy Announces Filing of Final Prospectus for Rights Offering

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Feb. 3, 2015) -

THIS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Hanwei Energy Services Corp. (TSX:HE) ("Hanwei" or the "Company") today announced that it has filed a final short form prospectus with the securities commissions in each of the provinces of Canada in respect of the previously announced rights offering for gross proceeds of up to $7,282,546 (the "Rights Offering").

Each holder of record of Hanwei common shares ("Common Shares"), as of the close of business on February 18, 2015 will receive one right (a "Right") for each Common Share held. Every one Right will entitle the holder thereof to acquire one Common Share upon payment of $0.075 per Common Share (the "Subscription Price"). The Rights may be exercised commencing on February 23, 2015 and the Rights will expire at 2:00 p.m. (Vancouver time) on March 17, 2015 (the "Expiry Time"). Holders of Rights who exercise their Rights in full will be entitled to purchase, at the Subscription Price, any Common Shares that are not otherwise subscribed for under the Rights Offering prior to the Expiry Time on a pro rata basis.

To subscribe for Common Shares, a completed rights certificate, together with the payment in full of the Subscription Price for each Common Share subscribed for, must be received by the subscription agent for the Rights Offering, Computershare Investor Services Inc. (the "Subscription Agent"), prior to the Expiry Time.

The Rights Offering is being made to holders of Common Shares in all of the provinces of Canada. Rights certificates and prospectuses will not be mailed to holders of Common Shares resident outside of Canada ("Non-Qualifying Shareholders"). Non-Qualifying Shareholders will be sent a letter advising them that their rights certificates will be issued to and held by the Subscription Agent, which will hold those Rights as agent for the benefit of the Non-Qualifying Shareholders.

The Rights and Common Shares issuable upon the exercise of the Rights have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") and may not be offered or sold in the United States or any of its territories or possessions or to U.S. Persons. Accordingly, subscriptions will not be accepted from any security holder or transferee who is a U.S. Person or resident in the United States of America, its territories or possessions.

Hanwei will accept subscriptions from Non-Qualifying Shareholders, other than holders resident in the United States, if they satisfy the Subscription Agent and Hanwei that such offering to and subscription by such holder or transferee is lawful and in compliance with all securities and other laws applicable in the jurisdiction where such holder or transferee is resident. A Non-Qualifying Shareholder in a jurisdiction other than the United States who meets these requirements and wishes to exercise Rights must complete and deliver a request for exempt purchaser status, which will be provide in the materials sent to such shareholder.

After March 9, 2015 the Subscription Agent will attempt, on a commercially reasonable basis, to sell the Rights of Non-Qualifying Shareholders (other than those shareholders from whom Hanwei accepts subscriptions) over the facilities of the Toronto Stock Exchange. The Subscription Agent will mail cheques representing the net proceeds, without interest, from such sales to Non-Qualifying Shareholders at their addresses appearing in the records of the Subscription Agent.

As previously announced, certain shareholders of the Company, including Mr. Fulai Lang, the Chairman of the Company's Board of Directors (the "Standby Purchasers") have agreed to provide a standby commitment (the "Standby Purchase Agreement") under which the Standby Purchasers have agreed to guarantee the purchase, in the aggregate, of a minimum of $3,000,000 of the Common Shares that are not otherwise subscribed for under the Rights Offering prior to the Expiry Time.

Further details concerning the Rights Offering and the procedures to be followed by holders of Common Shares are contained in the final prospectus available on the Company's profile at www.sedar.com.

The Rights and the Common Shares issuable on exercise of the Rights will not be and have not been registered under the U.S. Securities Act, and may not be offered or sold in the United States or to, or for the account or benefit of, a U.S. person, absent registration or an applicable exemption therefrom. This news release does not constitute an offer to sell, or the solicitation of an offer to buy securities in any jurisdiction, including the United States, or to or for the account or benefit of U.S. persons absent U.S. registration or an applicable exemption therefrom, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state. "United States" and "U.S. person" are as defined in Regulation S under the U.S. Securities Act.

About Hanwei Energy Services Corp.

Hanwei Energy Services Corp.'s principal business operations are in two complementary key segments of the oil and gas industry as both an equipment supplier to the industry (as a leading manufacturer of high pressure, fiberglass reinforced plastic ("FRP") pipe products and associated technologies serving major energy customers in the global energy market) and as an operator of its producing oil and gas mineral rights at its Leduc Lands in Alberta.

Neither the TSX nor its Regulation Services Provider (as that term is defined in the policies of the TSX) accepts responsibility for the adequacy or accuracy of this release.

FORWARD-LOOKING INFORMATION AND NON-GAAP MEASURES

Certain information in this press release is forward-looking within the meaning of certain securities laws, and is subject to important risks, uncertainties and assumptions a description of which is set out in the risk factors section of the Company's Annual Information Form dated June 20, 2014 and Management Discussion and Analysis for the year ended March 31, 2014 both of which are filed with Canadian securities regulators and available on SEDAR at www.sedar.com. The forward-looking information in this press release describes the Company's expectations as of the date of this press release.

THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS PRESS RELEASE PRESENTS THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS PRESS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT TO, THE COMPANY DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME, EXCEPT AS REQUIRED BY APPLICABLE SECURITIES LEGISLATION.

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