CALGARY, ALBERTA--(Marketwire - Dec. 5, 2011) -
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE U.S.
Talisman Energy Inc. (TSX:TLM)(NYSE:TLM) announced today that it has agreed to issue to a syndicate of underwriters led by RBC Capital Markets and CIBC for distribution to the public 8,000,000 Cumulative Redeemable Rate Reset First Preferred Shares, Series 1 (the "Series 1 Preferred Shares"). The Series 1 Preferred Shares will be issued at a price of $25.00 per Series 1 Preferred Share, for aggregate gross proceeds of $200 million. Holders of the Series 1 Preferred Shares will be entitled to receive a cumulative quarterly fixed dividend at an annual rate of 4.20% for the initial period ending December 31, 2016. Thereafter, the dividend rate will be reset every five years at a rate equal to the 5-year Government of Canada bond yield plus 2.77%.
Holders of Series 1 Preferred Shares will have the right, at their option, to convert their shares into Cumulative Redeemable Rate Reset First Preferred Shares, Series 2 (the "Series 2 Preferred Shares"), subject to certain conditions, on December 31, 2016 and on December 31 every five years thereafter. Holders of the Series 2 Preferred Shares will be entitled to receive cumulative quarterly floating dividends at a rate equal to the three-month Government of Canada Treasury Bill yield plus 2.77%.
Talisman has granted the Underwriters an option, exercisable in whole or in part prior to closing, to purchase up to an additional 2,000,000 Series 1 Preferred Shares at the same offering price.
The net proceeds from this offering will be used to contribute to funding capital projects, reducing indebtedness and for general corporate purposes, as the need may arise and as management may consider appropriate at the time. The offering is expected to close on or about December 13, 2011.
The Series 1 Preferred Shares will be offered only in Canada by way of prospectus supplement to the short form base shelf prospectus of Talisman dated March 22, 2010. The Series 1 Preferred Shares have not been registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the U.S. Securities Act.
Talisman Energy Inc. is a global, diversified, upstream oil and gas company, headquartered in Canada. Talisman's three main operating areas are North America, the North Sea and Southeast Asia. The company also has a portfolio of international exploration opportunities. Talisman is committed to conducting business safely, in a socially and environmentally responsible manner, and is included in the Dow Jones Sustainability (North America) Index. Talisman is listed on the Toronto and New York stock exchanges under the symbol TLM. Please visit our website at www.talisman-energy.com.
This news release contains information that constitutes "forward-looking information" or "forward-looking statements" (collectively "forward-looking information") within the meaning of applicable securities legislation. This forward-looking information includes, among others, statements regarding: the public offering of the Series 1 Preferred Shares; the closing of the public offering of Series 1 Preferred Shares; and the use of proceeds from the public offering of Series 1 Preferred Shares. Undue reliance should not be placed on forward-looking information. Forward-looking information is based on current expectations, estimates and projections that involve a number of risks, which could cause actual results to vary and in some instances to differ materially from those anticipated by Talisman and described in the forward-looking information contained in this news release. The foregoing list of risk factors is not exhaustive. Additional information on risk factors which could affect the company's operations or financial results are included in the company's reports on file with Canadian securities regulatory authorities and the United States Securities and Exchange Commission. Forward-looking information is based on the estimates and opinions of the company's management at the time the information is presented. The company assumes no obligation to update forward-looking information should circumstances or management's estimates or opinions change, except as required by law.