Badger Explorer ASA - approved prospectus and launch of subsequent offering
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES
Reference is made to previous announcements from Badger Explorer ASA ("BXPL" or the "Company").
The Financial Supervisory Authority of Norway has approved a prospectus prepared by Company covering the following:
The prospectus comprise (i) listing of 360,000,000 new shares (the “Private Placement I Shares") issued in a private placement conducted on 6th December 2016 (the "Private Placement I"), (ii) listing of 600,000,000 new shares (the "Private Placement II Shares") to be issued in connection with a private placement conducted on 2nd February 2017 (the "Private Placement II"), (iii) the offer and listing of 80,000,000 shares (the "Offer I Shares") in connection with the Subsequent Offering I and (iv) the offer and listing of 80,000,000 new shares (the "Offer II Shares") in connection with the Subsequent Offering II.
Please note that the Private Placement II and Subsequent Offering II is conditional upon approval from the extraordinary general meeting to be held on 23rd February 2017.
Listing of the Private Placement I Shares
The already issued Private Placement I Shares are expected to assume the Company's ordinary ISIN and be admitted to trading on Oslo Axess on Monday 20th February 2017.
Listing of the Private Placement II Shares
The Private Placement II Shares are expected to be issued and admitted to trading on Oslo Axess on or about 27th February 2017.
Subsequent Offering I
The Subsequent Offering I comprises an offering of up to 80,000,000 Offer I Shares at a subscription price of NOK 0.125. The Company's shareholders as of 5th December 2016, as documented by the shareholder register in the Norwegian Central Securities Depository (the "VPS") as of 7th December 2016 (T+2)(the "Record Date I"), who were not allocated shares or offered to apply for shares in the Private Placement I, and who are not resident in a jurisdiction where such offering would be unlawful, or would (in jurisdictions other than Norway) require any prospectus filing, registration or similar action, will receive non-transferable subscription rights (the "Subscription Rights I") based on their shareholding as of that date ("Eligible Shareholders I"). Eligible Shareholders I will be entitled to over-subscribe.
Each Subscription Right I will, subject to applicable securities laws, give the right to subscribe for and be allocated one (1) Offer Share.
The subscription period for the Subsequent Offering I commences on 15th February 2017 and expires at 16:30 hours, Oslo time, on 27th February 2017 (the “Subscription Period I”).
Subsequent Offering II
The Subsequent Offering II comprises an offering of up to 80,000,000 Offer II Shares at a subscription price of NOK 0.50. The Company's shareholders as of 1st February 2017, as documented by the shareholder register in the Norwegian Central Securities Depository (the "VPS") as of 3rd February 2017 (T+2)(the "Record Date II"), who were not allocated shares in the Private Placement II, and who are not resident in a jurisdiction where such offering would be unlawful, or would (in jurisdictions other than Norway) require any prospectus filing, registration or similar action, will receive non-transferable subscription rights (the "Subscription Rights II") based on their shareholding as of that date ("Eligible Shareholders II"). Eligible Shareholders II will be entitled to over-subscribe. Each Subscription Right II will, subject to applicable securities laws, give the right to subscribe for and be allocated one (1) Offer Share. Subscription without Subscription Rights II will also be permitted.
The subscription period for the Subsequent Offering II commences on 6th March 2017 and expires at 16:30 hours, Oslo time, on 20th March 2017 (the “Subscription Period II”).
Please note that Subscription Rights that are not used to subscribe for Offer Shares before the end of the Subscription Period will lapse without compensation and consequently be of no value.
ABG Sundal Collier ASA (the “Manager”) acts as Manager in connection with the transactions described herein.
The Prospectus, including the subscription form, will be available from 15th February 2017 at www.bxpl.com and www.abgsc.com, and will also be available free of charge at the business offices of the Company and the Manager.
Subscriptions may be made by duly completing and delivering the subscription form, in accordance with the terms and conditions set out in the Prospectus, to the following subscription office:
ABG Sundal Collier
Tel: +47 22 01 60 00
Fax: +47 22 01 60 62
Norwegian investors with a VPS account can in addition subscribe for Offer I Shares and Offer II Shares online at www.abgsc.com.
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
* * * * *
The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan or the United States (including its territories and possessions, any state of the United States and the District of Columbia).
This release is an announcement issued pursuant to legal information obligations, and is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. It is issued for information purposes only, and does not constitute or form part of any offer or solicitation to purchase or subscribe for securities, in the United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be registered under the United States Act of 1933, as amended (the "Securities Act"). The Securities may not be offered or sold in United States except pursuant to an exemption from the registration requirements of the Securities Act. The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in United States. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan or the United States. The subscription or purchase of shares in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Managers assumes any responsibility in the event there is a violation by any person of such restrictions.
The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute violation of the securities laws of any such jurisdiction. The Managers are acting for the Company and no one else in connection with the Subsequent Offering and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to any other matter referred to in this release.
This release and any materials distributed in connection with this release may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect the Company's current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.
Stavanger, 15th February 2017
For further information, please contact:
Gunnar Dolven, CFO, cell phone +47 908 53 168
Marcus Hansson, COB, cell phone +44 782 4460 691