Final result of PA Resources’ rights issue and record date for the conversion of the B-shares
The subscription period for PA Resources AB’s (publ) (“PA Resources” or the “Company”) rights issue ended on 23 January 2013. The final result of the rights issue shows that 3,570,016,226 shares, representing approximately 51 per cent of the shares offered, were subscribed for with primary preferential right. Of these, 2,335,155,293 represented A-shares and 1,234,860,933 represented B-shares. Additionally, 226,447,991 shares have been subscribed for with subsidiary preferential right and without preferential right according to the principles outlined in the prospectus which was published on 28 December 2012. Notice to those who have subscribed for shares with subsidiary preferential rights and without preferential rights is expected to be distributed on or around 29 January 2013. The remaining 3,256,286,831 shares will be allotted to the guarantors pro rata in relation to their total undertaking, in accordance with the underwriting agreements entered into with the Company. Through the rights issue, which consequently is fully subscribed, PA Resources will receive proceeds amounting to approximately SEK 705 million before transaction related costs.
Through the rights issue PA Resources’ share capital increases by SEK 705,275,104.80 to SEK 1,414,599,897.20. The number of shares increases by 7,052,751,048 shares (whereof 3,824,865,912 A-shares and 3,227,885,136 B-shares) to 14,145,998,972 shares (whereof 4,462,343,564 A-shares and 9,683,655,408 B-shares).
New A-shares subscribed for with primary preferential right are expected to start trading on NASDAQ OMX Stockholm on 1 February 2013, and new A-shares subscribed for with subsidiary preferential right and without preferential right are expected to start trading on NASDAQ OMX Stockholm on or around 4 February 2013.
On 28 January 2013 the Board of Directors resolved, in accordance with the conversion clause in the articles of association of the Company, that all 9,683,655,408 B-shares shall be converted into A-shares and that the record date for the conversion shall be 6 February 2013. On 7 February 2013, the B-shares are expected to automatically be converted into A-shares and are then subject to trade on NASDAQ OMX Stockholm.
Stockholm, 29 January 2013
PA Resource AB (publ)
In case of questions, please contact:
PA Resources: + 46 8 545 211 50
PA Resources AB (publ) is an international oil and gas group which conducts exploration, development and production of oil and gas assets. The Group operates in Tunisia, Republic of Congo (Brazzaville), Equatorial Guinea, United Kingdom, Denmark, Greenland, the Netherlands and Germany. PA Resources has oil production in West and North Africa. The parent company is located in Stockholm, Sweden. In 2011, PA Resources reported sales of SEK 2,154 million. The share is listed on NASDAQ OMX Stockholm, Sweden. For further information please visit www.paresources.se.
The above information has been made public in accordance with the Securities Market Act and/or the Financial Instruments Trading Act. The information was published at 08.00 am CET on 29 January 2013.
The information in this press release is not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, Denmark, Hong Kong, Japan, Canada, Switzerland, Singapore, South Africa or New Zeeland. The distribution of this press release in certain other jurisdictions may be restricted. The information in this press release shall not constitute an offer to sell or the solicitation of an offer to purchase any securities in PA Resources in any jurisdiction. This press release does not constitute, or form part of, an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be offered or sold in the United States absent registration or an exemption from registration as provided in the U.S. Securities Act of 1933 (the “Securities Act”), as amended. PA Resources 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 the United States. Copies of this announcement are not being distributed or sent and may not be distributed or sent to the United States, Australia, Denmark, Hong Kong, Japan, Canada, Switzerland, Singapore, South Africa or New Zeeland.
This document has not been approved by any regulatory authority. This document is a press release and not a prospectus and investors should not subscribe for, or purchase any securities referred to in this document, except on the basis of information provided in the prospectus regarding the rights issue published by PA Resources and available on PA Resources’ website.
EUROPEAN ECONOMIC AREA
PA Resources has not resolved to offer to the public securities in any Member State of the European Economic Area other than Sweden and any other jurisdiction into which the offering of securities may be passported. Within such Member States of the European Economic Area other than Sweden (and any other jurisdiction into which the offering of securities may be passported) and which has implemented the Prospectus Directive (each, a “Relevant Member State”), no action has been undertaken as of this date to make an offer to the public of securities requiring a publication of a prospectus in any Relevant Member State. As a result hereof, the securities may only be offered in a Relevant Member State: (a) to a qualified investor (as defined in the Prospectus Directive or under applicable law); or (b) in any other circumstances, not requiring PA Resources to publish a prospectus as provided under Article 3(2) of the Prospectus Directive.
For the purposes hereof, the expression an “offer to the public of securities ” in any Relevant Member State means the communication, in any form, of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to purchase any securities, as the same may be varied in a Relevant Member State due to the implementation of the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC including any relevant implementing measure in each Relevant Member State.
Carnegie is acting for PA Resources and no one else in connection with the rights offer and will not be responsible to anyone other than PA Resources for providing the protections afforded to its clients or for providing advice in relation to the rights offer and/or any other matter referred to in this announcement.
Carnegie accepts no responsibility whatsoever and makes no representation or warranty, express or implied, for the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by Carnegie, or on its behalf, in connection with PA Resources, the securities or the rights offer, and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. Carnegie accordingly disclaims to the fullest extent permitted by law all responsibility and liability whether relating to damages, contract or otherwise which it might otherwise have in respect of this announcement or any such statement.
This press release contains forward-looking statements that reflect management’s current views with respect to future events and potential financial performance. Although PA Resources believes that the expectations reflected in such statements are reasonable, no assurance can be given that such expectations will prove to have been correct. Accordingly, results can differ materially from those set out in the forward-looking statements as a result of various factors. You are advised to read this announcement, and the prospectus and the information incorporated by reference therein, in their entirety for a further discussion of the factors that could affect the PA Resources’ future performance and the industries in which the Company operates. In light of these risks, uncertainties and assumptions, it is possible that the events described in the forward-looking statements in this announcement may not occur.