Ringo Holding L.P.

November 04, 2013 11:00 ET

Ringo Holding L.P.: Acquisition of Securities of Estrella International Energy Services Ltd.

CALGARY, ALBERTA--(Marketwired - Nov. 4, 2013) - Ringo Holding L.P. (the "Partnership"), an Ontario limited partnership of which Southern Cross Latin America Private Equity Fund IV, L.P. ("Southern Cross") is the sole limited partner, today announced that it has completed the acquisition of 24,664,514 Series B Preference Shares ("Preferred Shares") of Estrella International Energy Services Ltd. (the "Company") at a price of CAD$5.00 per Preferred Share, for an aggregate purchase price of CAD$123,322,570 (the "Transaction") by way of private placement pursuant to a definitive investment agreement (the "Investment Agreement") entered into on June 16, 2013 by the Partnership and the Company. A copy of the Investment Agreement can be found on the Company's profile at www.sedar.com.

Each Preferred Share carries conversion rights exercisable at the option of the shareholder or the Company. Subject to terms of the Preferred Shares, holders of Preferred Shares have the right to convert any or all Preferred Shares into common shares of the Company ("Common Shares") at any time for a period of five years from the date of the issuance at the rate of one Common Share for each Preferred Share (the "Conversion Rate"), subject to certain limitations and adjustments. The Company may, at its sole option, elect to convert all Preferred Shares into Common Shares at the Conversion Rate then in effect.

Pursuant to the Transaction and the acquisition of the Preferred Shares thereto, the Partnership acquired 24,664,514 Preferred Shares. Prior to the completion of the Transaction, on October 31, 2013, and pursuant to a special resolution passed by the shareholders of the Company on August 19, 2013, the capital of the Company was consolidated on a 100 old for 1 new basis (the "Capital Consolidation"). Following the Capital Consolidation, and immediately prior to the completion of the Transaction, the Partnership beneficially owned or exercised control over approximately 1,666,666 Common Shares and 666,666 warrants entitling the holder to purchase one Common Share (each whole warrant a "Warrant") per Warrant for a period of 18 months from the date of the issuance of such Warrants. Accordingly, the Partnership exercised control over approximately 55.7% of the issued and outstanding Common Shares on a non-diluted basis and, upon exercise of the Warrants, approximately 63.7% of the issued and outstanding Common Shares on a fully-diluted basis. The Partnership now beneficially owns or exercises control over approximately 55.7% of the issued and outstanding Common Shares on a non-diluted basis and, upon exercise of the Warrants and conversion of the Preferred Shares, approximately 95.2% of the issued and outstanding Common Shares on a fully-diluted basis.

Further details relating to the Transaction are set out in the Company's press release of June 17, 2013 and the Company's Management Information Circular dated August 19, 2013 (both as filed on the Company's profile at www.sedar.com). The Transaction was subject to certain conditions including but not limited to approval of the Company's shareholders (the "Shareholders"). On August 30, 2013, the Company issued a press release (as filed on the Company's profile at www.sedar.com) announcing that the Shareholders approved the Transaction.

The Partnership has acquired the Preferred Shares for investment purposes only. Depending on market conditions and other factors that the Partnership may deem material to its investment decisions, the Partnership may in the future acquire further securities of the Company in the open market, pursuant to the exercise of the Warrants, the conversion of Preferred Shares into Common Shares or in privately negotiated purchases or otherwise, and may also, depending on then current circumstances, dispose of all or a portion of the Common Shares, Preferred Shares, Warrants or any other securities of the Company it acquires, in one or more transactions, in each case to the extent then permitted by applicable law.

This news release is being issued under the early warning provisions of Canadian provincial securities legislation. The Partnership is filing an early warning report on the Company's profile on SEDAR at www.sedar.com. A copy of the early warning report can be obtained by contacting the undersigned.

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