Precision Drilling Trust (the “ Trust ”) is hereby qualifying for distribution 46,000,000 trust units (“ Trust Units ”) of the Trust at a price of U.S.$3.75 per Trust Unit (the “ Offering ”).
The issued and outstanding Trust Units of the Trust are listed on the Toronto Stock Exchange (the “ TSX ”) under the symbol “PD.UN” and on the New York Stock Exchange (the “ NYSE ”) under the symbol “PDS”. On February 6, 2009, the last trading day prior to the public announcement of the Offering, the closing price of the Trust Units on the TSX was $4.95 and the closing price of the Trust Units on the NYSE was U.S.$3.98. The Trust has applied to list the Trust Units offered by this Prospectus Supplement on each of the TSX and the NYSE. Listing will be subject to the Trust fulfilling all of the listing requirements of each of the TSX and the NYSE.
The Trust is permitted, under a multi-jurisdictional disclosure system adopted by the United States and Canada, to prepare this Prospectus Supplement and the Prospectus in accordance with Canadian disclosure requirements. Prospective investors should be aware that such requirements are different from those of the United States. The Trust has prepared its financial statements in accordance with Canadian GAAP (as defined herein) and is subject, in respect of its audited consolidated financial statements for the year ended December 31, 2005, to Canadian auditing and auditor independence standards and, in respect of its audited consolidated financial statements for the years ended December 31, 2006 and 2007, to the auditing and auditor independence standards of the Public Company Accounting Oversight Board. Therefore, the Trust’s financial statements may not be comparable to the financial statements of United States companies in certain respects .
It is important for an investor to consider the particular risk factors that may affect the industry in which the investor is investing. See “Risk Factors”.
Prospective investors should be aware that the purchase of Trust Units may have tax consequences both in the United States and Canada. This Prospectus Supplement and the Prospectus do not describe these tax consequences fully. Prospective investors should read the tax discussion in this Prospectus Supplement and consult with a tax advisor. See “Canadian Federal Income Tax Considerations” and “United States Federal Income Tax Considerations”.
The enforcement by investors of civil liabilities under United States federal securities laws may be affected adversely by the fact that the Trust has been settled under the laws of Canada, that some or all of the trustees of the Trust and the directors and officers of Precision Drilling Corporation (“Precision”), the administrator of the Trust, are residents of Canada, that some or all of the underwriters or experts named in the Prospectus, this Prospectus Supplement or the documents incorporated by reference therein or herein, as applicable, are Canadian residents, and that all or a significant portion of the assets of the Trust and said persons may be located outside of the United States.
Neither the United States Securities and Exchange Commission (the “SEC”) nor any state or provincial securities commission or similar regulatory authority has approved or disapproved of these securities, or passed upon the adequacy or accuracy of this Prospectus Supplement or the Prospectus. Any representation to the contrary is a criminal offence.
The offering price of the Trust Units offered under this Prospectus Supplement was determined by negotiation among the Trust and RBC Dominion Securities Inc. and Deutsche Bank Securities Inc. (the “ Co-lead Underwriters ”), on their own behalf and on behalf of TD Securities Inc., HSBC Securities (Canada) Inc., Cormark Securities Inc., FirstEnergy Capital Corp. and Tristone Capital Inc.
(collectively, the “ Underwriters ”).
Price to
Underwriters’
Net Proceeds to
the Public Fee the Trust (1)
Per Trust Unit U.S.$3.75 U.S.$0.15 U.S.$3.60
Total U.S.$172,500,000 U.S.$6,900,000 U.S.$165,600,000
Notes:
(1) Before deducting expenses of the Offering, estimated to be U.S.$1,000,000.
(2) The Trust has granted to the Underwriters an option (the “ Over-Allotment Option ”) to purchase up to an additional 6,900,000 Trust Units, representing up to 15% of the offering of Trust Units, at a price of U.S.$3.75 per Trust Unit on the same terms and conditions as the Offering, exercisable in whole or in part, from time to time, not later than the 30th day following the closing of the Offering to cover over-allotments, if any, and for market stabilization purposes. If the Over-Allotment Option is exercised in full, the total price to the public, Underwriters’ fee and net proceeds to the Trust (before deducting expenses of the Offering) will be U.S.$198,375,000, U.S.$7,935,000 and U.S.$190,440,000 respectively. A purchaser who acquires Trust Units forming part of the Underwriters’ over-allotment position acquires those Trust Units under this Prospectus Supplement regardless of whether the over-allotment position is filled through exercise of the Over-Allotment Option or secondary market purchases. This Prospectus Supplement also qualifies for distribution the issuance of the additional Trust Units pursuant to the exercise of the Over-Allotment Option. See “Plan of Distribution”.
RBC Capital Markets Deutsche Bank Securities
TD Securities HSBC
Cormark Securities Inc.
FirstEnergy Capital Corp.
Tristone Capital Inc.
