CALGARY and TORONTO, May 14, 2015 /CNW/ - West Face SPV (Cayman) I L.P. (the "Partnership"), a limited partnership managed by West Face Capital Inc. ("West Face"), and Gary Guidry, Ryan Ellson, James Evans and Lawrence West, each a member of the senior management of Gran Tierra Energy Inc. (TSX: GTE), jointly announced today that an aggregate of 1,350,000 stock options of Gran Tierra and 195,000 restricted stock units of Gran Tierra have been issued to Guidry, Ellson, Evans and West. Each option has a term of five years and entitles the holder thereof to acquire one share of common stock of Gran Tierra upon payment of the exercise price therefor. Each restricted stock unit will be settled, at the option of Gran Tierra, for its cash value or one share of common stock. Each option and restricted stock unit vests annually in three equal tranches, commencing on the first anniversary of the grant. Such options and restricted stock units collectively represent approximately 0.55% of the total issued and outstanding shares of common stock of Gran Tierra, assuming exercise of the options and settlement of each restricted stock unit in shares of common stock.
Guidry, Ellson, Evans, West, West Face Long Term Opportunities Global Master L.P. and Dulat Zhurgenbay are limited partners of the Partnership. The Partnership was formed for the purpose of exploring opportunities to replace the directors and management of Gran Tierra. As more fully described in a joint news release of Gran Tierra and West Face dated May 8, 2015, Gran Tierra and the Partnership reached an agreement pursuant to which, among other things, (i) Gran Tierra's board of directors was expanded from six to eight directors (with West Face nominees filling two vacant positions and two newly-created positions), (ii) Guidry was appointed President and Chief Executive Officer of Gran Tierra and (iii) the Partnership agreed to vote all of its shares of common stock of Gran Tierra in favour of each of Gran Tierra's nominees at the 2015 annual meeting of shareholders of Gran Tierra.
The Partnership, West Face Long Term Opportunities Global Master L.P., Guidry, Ellson, Evans, West, Zhurgenbay and West Face may be, at the date hereof, considered to be acting jointly or in concert pursuant to applicable securities laws. At the date hereof, the Partnership owns 27,000,000 shares of common stock of Gran Tierra (each acquired by the Partnership through the facilities of the Toronto Stock Exchange or the NYSE MKT) and Guidry, Ellson, Evans and West collectively own 1,350,000 options and 195,000 restricted stock units in Gran Tierra representing in aggregate approximately 10.24% of the total issued and outstanding shares of common stock of Gran Tierra, assuming exercise of the options and settlement of each of the restricted stock units in shares of common stock. The parties do not have ownership or control over any other securities of Gran Tierra.
As the purpose of the Partnership has been fulfilled, it is expected that West Face, on the one hand, and Guidry, Ellson, Evans, West and Zhurgenbay, on the other, will end their formal contractual relationship.
The Partnership, Guidry, Ellson, Evans, West and Zhurgenbay each separately expect to review from time to time their respective investments in Gran Tierra and may, depending on the market and other conditions and factors, acquire additional securities of Gran Tierra or dispose of all or a portion of the securities of Gran Tierra currently owned or controlled by such individual.
An early warning report will be filed in accordance with applicable securities laws. To obtain a copy of the early warning report, please contact:
West Face Capital Inc.
2 Bloor Street East
Toronto, Ontario M4W 1A8
About West Face Capital Inc.
West Face Capital Inc. is one of Canada's leading alternative investment managers. West Face's successful record is based on its seasoned multi-disciplinary investment team, proprietary origination channels, deep sector expertise and the ability to act on investment targets in domestic and international markets.
Cautionary Statement Regarding Forward-Looking Statements
The information herein may contain "forward-looking statements." Specific forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and include, without limitation, words such as "may," "will," "expects," "believes," "anticipates," "plans," "estimates," "projects," "targets," "forecasts," "seeks," "could" or the negative of such terms or other variations on such terms or comparable terminology. Similarly, statements that describe our objectives, plans or goals are forward-looking. Our forward-looking statements are based on our current intent, belief, expectations, estimates and projections regarding Gran Tierra and the Partnership, and projections regarding the industry in which it operates. These statements are not guarantees of future performance and involve risks, uncertainties, assumptions and other factors that are difficult to predict and that could cause actual results to differ materially. Accordingly, you should not rely upon forward-looking statements as a prediction of actual results and actual results may vary materially from what is expressed in or indicated by the forward-looking statements.
SOURCE West Face Capital Inc.