Primary Energy Announces 3 to 1 Common Share Consolidation

- Effective date to be on or about May 19, 2011 -

OAK BROOK, IL, May 5 /PRNewswire-FirstCall/ - Primary Energy Recycling Corporation (the "Company" or "Primary Energy") (TSX: PRI), a clean energy company that generates revenue from capturing and recycling recoverable heat and byproduct fuels from industrial processes, today announced that as approved by the Company's shareholders at the annual and special meeting held on June 15, 2010, the Company will consolidate all of its outstanding common shares on the basis of one post-consolidation common share for three existing common shares. Accordingly, the 134,118,561 common shares currently issued and outstanding will be consolidated into approximately 44,706,187 common shares.

Anticipated benefits of the consolidation include:

• The Company anticipates that consolidation could yield a higher price per share which may facilitate investment by certain institutional investors and investment funds that may be prevented under their investing guidelines from investing in Primary Energy's common shares at current price levels. 
• A higher price per share may also allow investors to leverage their investment by meeting margin eligibility requirements.
• Investors who pay commissions based on the number of common shares traded may benefit from relatively lower trading costs associated with a higher common share price because fewer shares would be traded per fixed dollar amount. 
• The combination of potentially lower transaction costs and increased interest from investors could ultimately improve the trading liquidity of the common shares.

"The Board of Directors initiated the consolidation at a time of market strength because of the reaction to the recently announced long-term renewal of our North Lake Energy contract," said John Prunkl, President and Chief Executive Officer of Primary Energy Recycling.  "The conditions are favorable for this action."

No fractional common shares will be issued in connection with the consolidation and any fractions of a common share will be rounded down to the nearest whole number of common shares.

Since all common shares are held in book-entry only form, registration of beneficial interests in post-consolidation common shares will be made through the book-based system administered by CDS Clearing and Depository Services, Inc. and beneficial owners will not be required to take any action in order to receive post-consolidation common shares. Beneficial owners who have questions about how their post-consolidation common shares will be reflected in their account should contact the intermediary through which they hold their common shares.

The number of common shares reserved for issuance under the Company's stock option plan and the number of common shares into which the outstanding options will be exercisable will be proportionally reduced to reflect the three-to-one consolidation ratio and the applicable exercise price will be proportionally increased.  The number of deferred share units to which directors are entitled will also be consolidated on a three-to-one basis.  The indirect percentage interest in Primary Energy Recycling Holdings LLC held by Capital Power Income L.P. remains unchanged at 14.3%, which is effectively equivalent to 7,462,830 post-consolidation common shares of the Company.

For more information about the consolidation please see Primary Energy's management information circular dated April 30, 2010.

About Primary Energy Recycling Corporation

Primary Energy Recycling Corporation owns a majority interest in Primary Energy Recycling Holdings LLC ("PERH"). PERH, headquartered in Oak Brook, Illinois, indirectly owns and operates four recycled energy projects and a 50 per cent interest in a pulverized coal facility (collectively, the "Projects"). The Projects have a combined electrical generating capacity of 283 megawatts and a combined steam generating capacity of 1.8M lbs/hour. PERH creates value for its customers by recycling recoverable heat and byproduct fuels from industrial and electric generation processes and converting it into reliable and economical electricity and thermal energy for resale back to its customers. For more information, please see www.primaryenergy.com.

Forward-Looking Statements

When used in this news release, the words "anticipate", "expect", "project", "believe", "estimate", "forecast", "goal", "could" and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks, uncertainties and assumptions pertaining, but not limited, to operating performance, regulatory parameters, weather and economic conditions and other factors discussed in the Company's public filings available on SEDAR at www.sedar.com. These forward-looking statements are made as of the date of this press release and the Company assumes no obligation to update or revise them to reflect new events or circumstances except as required by applicable securities laws. For more information, please see www.primaryenergy.com.

 

SOURCE Primary Energy Recycling Corporation