|By PR Newswire||
|January 10, 2014 03:47 PM EST||
CALGARY, Jan. 10, 2014 /CNW/ - Caspian Energy Inc. (the "Corporation" or "Caspian") (NEX: CEK.H) is pleased to announce that it has reached agreement with the holders ("Holders") of its amended and restated secured convertible debentures each dated July 8, 2011 (the "Debentures") to amend the Debentures. The Conversion Price (as defined in the Debentures) will be amended to the price such that, if all outstanding Debentures are converted (the "Conversion"), the common shares (the "Common Shares") of the Corporation issued upon the Conversion would represent approximately eighty-two and one half percent (82.5%) of the issued and outstanding Common Shares. Caspian shareholders holding Common Shares immediately prior to the Conversion will hold the remaining approximately 17.5% of the Common Shares. Following the Conversion all debt owed to the Holders will have been paid. The deemed price of the Common Shares to be issued on the Conversion will be calculated at a discount from the closing price of the Common Shares on the NEX of $0.02 on January 9, 2014.
In addition, there will be a consolidation ("Consolidation") of the Common Shares on the basis of up to ten pre-Consolidation Common Shares for each post-Consolidation Common Share. The precise Consolidation ratio will be determined at the time of the shareholder meeting to be called to approve the Conversion and Consolidation.
The Conversion contemplated is subject to satisfaction to a number of conditions prior to February 20, 2014 including:
|(A) the approval by holders of a majority of the disinterested holders of the Common Shares voted in person or by proxy at the Meeting (as defined below) in respect of the completion of the Conversion (the "Conversion Approval");|
|(B) the approval by holders of two thirds of the Common Shares voting in person or by proxy at the Meeting, and the filing, of articles of amendment of the Corporation to give effect to, a consolidation of the Common Shares on the basis of up to ten for one (such basis to be determined by the Corporation at the time of the Meeting) (the "Consolidation Approval");|
|(C) the approval by the NEX board of the TSX Venture Exchange ("NEX") of the issuance of the Common Shares pursuant to the Conversion and related matters; and|
|(D) signed resignations and releases from at least two of the current directors of Caspian at the time of the Conversion. There is currently one vacancy on the Caspian board. The three vacancies will be filled by appointees of the Holders after implementation of the Conversion.|
Caspian and the Holders have also agreed to amend the terms of Caspian's previously announced extension agreement dated November 26, 2013 (the "Extension Agreement") with the Holders. Pursuant to the Extension Agreement, the Corporation was granted a remedial period providing it with further time to pay all amounts owing under the Debentures. Caspian and the Holders have agreed to execute a further extension agreement (the "Amended Extension Agreement") pursuant to which the Holders will agree to extend the remedial period to the earlier of (i) February 20, 2014 or (ii) the earlier of the following dates if they occur:
|(A) January 15, 2014, if Caspian fails to execute and deliver a formal amendment to the terms of the Debentures to provide for the Conversion;|
|(B) January 15, 2014, if Caspian fails to deliver to the Holders lock-up agreements executed by each of the Corporation's directors confirming that he/she shall vote his/her common shares in favour of the Conversion Approval and the Consolidation Approval at any shareholders' meeting convened to consider such matters (the "Lock-up Agreements"); and|
|(C) January 29, 2014, if Caspian fails to mail to the shareholders of the Corporation an information circular recommending the Conversion Approval and the Consolidation Approval and providing for a shareholders' meeting to consider and approve such matters (the "Meeting").|
A special meeting of shareholders of the Corporation has been called for February 19, 2014 to consider the Conversion Approval and Consolidation Approval The shareholder vote on the Conversion will be conducted excluding votes of interested shareholders. The Conversion and Consolidation are also subject to the approval of NEX.
This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation which we refer to herein, collectively, as "forward-looking information". Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects", or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "does not anticipate", or "believes" or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might", or "will be taken", "occur", or "be achieved". Caspian's actual performance, developments and/or results may differ materially from any or all of the forward-looking statements. Further information which may cause results to differ materially from those projected in the forward-looking statements is contained in Caspian's filings with Canadian securities regulatory authorities. All material assumptions used in making forward-looking information are based on management's knowledge of current business conditions and expectations of future business conditions and trends Although Caspian believes the assumptions used to make such statements are reasonable at this time and has attempted to identify in its continuous disclosure documents important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended, including the failure of the Corporation to obtain NEX and shareholder approval, and the ability of the Corporation to meet any of the criteria set forth in the Amended Extension Agreement or amendments to the Debentures. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. The Corporation does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
SOURCE Caspian Energy Inc.
In a recent research, analyst firm IDC found that the average cost of a critical application failure is $500,000 to $1 million per hour and the average total cost of unplanned application downtime is $1.25 billion to $2.5 billion per year for Fortune 1000 companies. In addition to the findings on the cost of the downtime, the research also highlighted best practices for development, testing, application support, infrastructure, and operations teams.
Jul. 29, 2015 02:17 PM EDT
Discussions about cloud computing are evolving into discussions about enterprise IT in general. As enterprises increasingly migrate toward their own unique clouds, new issues such as the use of containers and microservices emerge to keep things interesting. In this Power Panel at 16th Cloud Expo, moderated by Conference Chair Roger Strukhoff, panelists addressed the state of cloud computing today, and what enterprise IT professionals need to know about how the latest topics and trends affect t...
Jul. 29, 2015 02:00 PM EDT Reads: 1,162
"Our biggest growth area has been the security services, the managed services - the things that differentiate us in the market that there is no client that's too small and there's no client that's too big," explained Paul Mazzucco, Chief Security Officer at TierPoint, in this SYS-CON.tv interview at 16th Cloud Expo, held June 9-11, 2015, at the Javits Center in New York City.
Jul. 29, 2015 02:00 PM EDT Reads: 329
SYS-CON Events announced today that HPM Networks will exhibit at the 17th International Cloud Expo®, which will take place on November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. For 20 years, HPM Networks has been integrating technology solutions that solve complex business challenges. HPM Networks has designed solutions for both SMB and enterprise customers throughout the San Francisco Bay Area.
Jul. 29, 2015 01:45 PM EDT Reads: 415
Containers are changing the security landscape for software development and deployment. As with any security solutions, security approaches that work for developers, operations personnel and security professionals is a requirement. In his session at DevOps Summit, Kevin Gilpin, CTO and Co-Founder of Conjur, will discuss various security considerations for container-based infrastructure and related DevOps workflows.
Jul. 29, 2015 01:00 PM EDT Reads: 1,054
Countless business models have spawned from the IaaS industry. Resell Web hosting, blogs, public cloud, and on and on. With the overwhelming amount of tools available to us, it's sometimes easy to overlook that many of them are just new skins of resources we've had for a long time. In his General Session at 16th Cloud Expo, Phil Jackson, Lead Technology Evangelist at SoftLayer, broke down what we've got to work with and discuss the benefits and pitfalls to discover how we can best use them to d...
Jul. 29, 2015 01:00 PM EDT Reads: 1,944
Container technology is sending shock waves through the world of cloud computing. Heralded as the 'next big thing,' containers provide software owners a consistent way to package their software and dependencies while infrastructure operators benefit from a standard way to deploy and run them. Containers present new challenges for tracking usage due to their dynamic nature. They can also be deployed to bare metal, virtual machines and various cloud platforms. How do software owners track the usag...
Jul. 29, 2015 12:08 PM EDT
"We do data integration for B2B also application to application, and we do data management and enable Big Data," explained Pat Adamiak, Vice President, Product Marketing at Liaison Technologies, in this SYS-CON.tv interview at 16th Cloud Expo, held June 9-11, 2015, at the Javits Center in New York City.
Jul. 29, 2015 12:00 PM EDT Reads: 325
The Cloud industry has moved from being more than just being able to provide infrastructure and management services on the Cloud. Enter a new era of Cloud computing where monetization’s services through the Cloud are an essential piece of strategy to feed your organizations bottom-line, your revenue and Profitability. In their session at 16th Cloud Expo, Ermanno Bonifazi, CEO & Founder of Solgenia, and Ian Khan, Global Strategic Positioning & Brand Manager at Solgenia, discussed how to easily o...
Jul. 29, 2015 11:00 AM EDT Reads: 355
Chuck Piluso presented a study of cloud adoption trends and the power and flexibility of IBM Power and Pureflex cloud solutions. Prior to Secure Infrastructure and Services, Mr. Piluso founded North American Telecommunication Corporation, a facilities-based Competitive Local Exchange Carrier licensed by the Public Service Commission in 10 states, serving as the company's chairman and president from 1997 to 2000. Between 1990 and 1997, Mr. Piluso served as chairman & founder of International Te...
Jul. 29, 2015 11:00 AM EDT Reads: 257
"ProfitBricks was founded in 2010 and we are the painless cloud - and we are also the Infrastructure as a Service 2.0 company," noted Achim Weiss, Chief Executive Officer and Co-Founder of ProfitBricks, in this SYS-CON.tv interview at 16th Cloud Expo, held June 9-11, 2015, at the Javits Center in New York City.
Jul. 29, 2015 10:15 AM EDT Reads: 1,104
Puppet Labs has announced the next major update to its flagship product: Puppet Enterprise 2015.2. This release includes new features providing DevOps teams with clarity, simplicity and additional management capabilities, including an all-new user interface, an interactive graph for visualizing infrastructure code, a new unified agent and broader infrastructure support.
Jul. 29, 2015 09:00 AM EDT
For IoT to grow as quickly as analyst firms’ project, a lot is going to fall on developers to quickly bring applications to market. But the lack of a standard development platform threatens to slow growth and make application development more time consuming and costly, much like we’ve seen in the mobile space. In his session at @ThingsExpo, Mike Weiner, Product Manager of the Omega DevCloud with KORE Telematics Inc., discussed the evolving requirements for developers as IoT matures and conducte...
Jul. 29, 2015 07:30 AM EDT Reads: 273
SYS-CON Events announced today that MobiDev, a software development company, will exhibit at the 17th International Cloud Expo®, which will take place November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. MobiDev is a software development company with representative offices in Atlanta (US), Sheffield (UK) and Würzburg (Germany); and development centers in Ukraine. Since 2009 it has grown from a small group of passionate engineers and business managers to a full-scale mobi...
Jul. 29, 2015 07:00 AM EDT Reads: 178
One of the hottest areas in cloud right now is DRaaS and related offerings. In his session at 16th Cloud Expo, Dale Levesque, Disaster Recovery Product Manager with Windstream's Cloud and Data Center Marketing team, will discuss the benefits of the cloud model, which far outweigh the traditional approach, and how enterprises need to ensure that their needs are properly being met.
Jul. 29, 2015 06:00 AM EDT Reads: 1,662