ShawCor Announces Un-Audited Fourth Quarter 2012 Results and Filing of Management Proxy Circular

(TSX: SCL.A, SCL.B)

TORONTO, Feb. 19, 2013 /PRNewswire/ - ShawCor Ltd. announced today that it has filed on SEDAR a Management Proxy Circular and other materials relating to the Special Meeting of Shareholders (the "Special Meeting") to be held on March 14, 2013 in connection with the proposed elimination of ShawCor's dual class share structure.  This documentation may be viewed at www.sedar.com and on the Company's website and will shortly be mailed to all shareholders of record as of January 24, 2013.

To enable our shareholders to make a fully informed decision when completing their proxies in connection with the shareholder votes to be conducted at the Special Meeting, ShawCor also announced today that it expects to report record financial results on February 28, 2013, immediately following its Board of Directors' meeting scheduled for that day.  In particular, we expect un-audited financial results in accordance with IFRS to indicate the following:

• Revenue in the fourth quarter of $448.4 million increased by 13.4% from the $395.3 million reported in the third quarter of 2012 and increased 31.2% from the $341.8 million reported in the fourth quarter a year ago.
• EBITDA (see footnote (a) to chart below) in the fourth quarter of 2012 was $102.4 million, an improvement of $18.3 million from the third quarter of 2012 and an improvement of over $55.8 million from the same period of the prior year.
• The EBITDA (see footnote (a) to chart below) margin reached 22.8% as a result of favourable revenue mix and the benefits of significantly higher facility utilization from the growth in revenue in the Company's Latin America and Asia Pacific operations.
• Net income (attributable to shareholders of the Company) in the fourth quarter was $80.3 million (or $1.13 per share diluted) compared with net income of $53.4 million, (or $0.75 per share diluted) in the third quarter of 2012 and $23.2 million (or $0.32 per share diluted) in the fourth quarter of the prior year.  Net income in the fourth quarter includes one time gains totaling $12.5 million or $0.18 per share (diluted).
• The completion of the Company's proposed dual share collapse transaction is expected to be accretive to 2012 earnings per share on a proforma basis (calculated on a similar basis as in the Management Proxy Circular). After the collapse transaction, there will be approximately 58.8 million common shares outstanding versus approximately 70.2 million Class A and Class B shares currently outstanding.

Mr. Bill Buckley, President and CEO of ShawCor Ltd. remarked "We are pleased to announce that we expect our financial results for the fourth quarter and for the full year 2012 to be at record levels for revenue, EBITDA and earnings per share.  For the full year 2012, revenue is expected to be $1.48 billion, up 28% over the prior year, EBITDA is expected to be $267 million, up 109% and fully diluted earnings per share are expected to reach $2.50, up 221%.  These expected record results reflect the high level of business activity combined with continuing excellent execution".

Mr. Buckley added "ShawCor continued to increase its backlog which reached an all-time high of $850 million at year end.  The backlog includes firm customer contracts which will be executed over the next twelve months and is indicative of the strong business environment as well as the positive impact of the acquisition of Socotherm.  In light of this record backlog and bid activity that remains very robust, we anticipate strong financial performance in 2013".

Selected Financial Highlights 

Forward-Looking Information

This document includes certain statements that reflect management's expectations and objectives for the Company's future performance, opportunities and growth, which statements constitute forward-looking information under applicable securities laws.  Such statements, other than statements of historical fact, are predictive in nature or depend on future events or conditions. Forward-looking information involves estimates, assumptions, judgments and uncertainties.  These statements may be identified by the use of forward-looking terminology such as ″may″, ″will″, ″should″, ″anticipate″, ″expect″, ″believe″, ″predict″, ″estimate″, ″continue″, ″intend″, ″plan″ and variations of these words or other similar expressions.  Specifically, this document includes forward-looking information in respect of, among other things, the timing of major project activity, the impact of the existing order backlog and other factors on the Company's revenue and operating income and the outlook for revenue and operating income.

Forward-looking information involves known and unknown risks and uncertainties that could cause actual results to differ materially from those predicted by the forward-looking information.  We caution readers not to place undue reliance on forward looking information as a number of factors could cause actual events, results and prospects to differ materially from those expressed in or implied by the forward looking information.  Significant risks facing the Company include, but are not limited to: changes in global or regional economic activity and changes in energy supply and demand which impact on the level of drilling activity and pipeline construction; contract wins and losses; exposure to product and other liability claims; shortages of or significant increases in the prices of raw materials used by the Company;  compliance with environmental, trade and other laws; political, economic and other risks arising from the Company's international operations; fluctuations in foreign exchange rates, as well as other risks and uncertainties, as more fully described under the heading "Risks and Uncertainties" in the Company's annual MD&A.

These statements of forward-looking information are based on assumptions, estimates and analysis made by management in light of its experience and perception of trends, current conditions and expected developments as well as other factors believed to be reasonable and relevant in the circumstances.  These assumptions include those in respect of continued global economic recovery, increased investment in global energy infrastructure, the Company's ability to execute projects under contract, no loss of contracts contained in the backlog, the continued supply of and stable pricing for commodities used by the Company, the availability of personnel resources sufficient for the Company to operate its businesses and the maintenance of operations in major oil and gas producing regions. The Company believes that the expectations reflected in the forward-looking information are based on reasonable assumptions in light of currently available information.  However, should one or more risks materialize or should any assumptions prove incorrect, then actual results could vary materially from those expressed or implied in the forward-looking information included in this document and the Company can give no assurance that such expectations will be achieved.

When considering the forward looking information in making decisions with respect to the Company, readers should carefully consider the foregoing factors and other uncertainties and potential events.  The Company does not assume the obligation to revise or update forward looking information after the date of this document or to revise it to reflect the occurrence of future unanticipated events, except as may be required under applicable securities laws.

SOURCE ShawCor Ltd.