ESTEC ANNOUNCES SHUTDOWN OF SUBSIDIARY
On Friday June 5, 2004 ESTec Systems halted the trading of its
stock pending an announcement by the board.
ESTec Systems Corp announces that it is shutting down its manufacturing
subsidiary, ESTec Oilfield Inc. After almost two years of financial
difficulties a major creditor of ESTec Oilfield has made a formal
demand for payment under the terms of its security agreement. This
action has triggered the bank to seize all of the assets of ESTec
Oilfield Inc. We expect that the assets under fire sale conditions
will not realize enough to cover the bank loan. Several directors
of ESTec Systems Corp. have guaranteed the bank, and will have to
make good on their guarantees.
Over the past two years the management of ESTec Systems has tried
to turn around the fortunes of ESTec Oilfield Inc. We have also
attempted to sell the company, and to raise additional financing
for the company. All of these attempts have been unsuccessful.
We also started a "shares for debt settlement" in late
August of 2003 with some of our creditors. We are at this moment
awaiting approval or rejection from the Alberta Securities Commission.
Under the current circumstances we suspect the settlement will be
rejected as ESTec Oilfield Inc. will no longer be a going concern.
An announcement will be made as soon as we have a formal response
from the Alberta Securities Commission.
There is a chance that one or more of the people who had expressed
an interest in purchasing the company will want to purchase the
assets of the company. Under this scenario, ESTec Systems Corp.
stands to receive a royalty on the design. The top drive design
and some of the patent filings are owned by our subsidiary, Allan
R. Nelson Engineering (1997) Inc. Anyone who wants to manufacture
the top drive will have to negotiate a royalty deal similar to the
one that was in place between Allan R. Nelson Engineering (1997)
Inc. and ESTec Oilfield Inc.
The immediate result of this action will be
ESTec Systems Corp. writing off close to $1,000,000 invested in
the subsidiary. On the positive side of the event this will stop
the losses that had been occurring in the ESTec Oilfield subsidiary
and return ESTec Systems Corp. to profitability. Our lawyers have
advised us that there should be no on-going liability associated
with closing the subsidiary beyond the loss of our investment in
the subsidiary.
On behalf of the board,
Anthony B. Nelson
Director
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