Archer Limited : Minutes from the 2015 Annual General Meeting
Hamilton, Bermuda (September 21, 2015)
Archer Limited (the "Company") advises that the 2015 Annual General Meeting of the Shareholders of the Company was held on September 18, 2015 at 10:00 a.m. at the Elbow Beach Hotel, 60 South Shore Road, Paget PG04, Bermuda. The audited consolidated financial statements for Archer Limited for the year ended December 31, 2014 were presented to the Meeting.
In addition, the following resolutions were passed:
1) To re-elect Alf Ragnar Løvdal as a Director of the Company.
2) To re-elect Kate Blankenship as a Director of the Company.
3) To re-elect Harald Thorstein as a Director of the Company.
4) To re-elect Ørjan Svanevik as a Director of the Company.
5) To re-elect Giovanni Dell'Orto as a Director of the Company.
6) To re-elect John Reynolds as a Director of the Company.
7) That the Capital Reorganisation of the Company as set out in the Proxy Statement be and is hereby approved.
8) To re-appoint PricewaterhouseCoopers LLP as auditors and to authorized the Directors to determine their remuneration.
9) That the remuneration payable to the Company's Board of Directors of a total amount of fees not to exceed US$500,000.00 be approved for the year ended December 31, 2015.
In addition, at a Board Meeting held following the Annual General Meeting of the Shareholders of the Company, Mr. Ørjan Svanevik was appointed Chairman of the Board of Directors of the Company in place of Mr. John Reynolds.
It should be noted that the Annual General Meeting approved the share consolidation of the Company's authorized and issued shares in the proportion 10:1 (the "Reverse Split") in accordance with the board's proposal.
The Company will purchase fractional shares resulting from the Reverse Split of the issued shares, for cancellation for a cash payment equal to the closing price of the Companies shares on the Oslo Stock Exchange at the end of trading on September 25, 2015.
The shareholders further resolved during the annual meeting, a reduction of the issued and paid-up share capital of the Company, with the par value of each of the issued shares of the Company being reduced by US$9.99, from US$10.00 to US$0.01 ("Capital Reduction").
Upon the Reverse Split and the Capital Reduction taking effect, the authorized, but unissued, shares of the Company will be sub-divided and the authorized share capital will be reduced. The Company will following this have an authorized share capital of US$ 10,000,000, consisting of 1,000,000,000 shares of par value US$ 0.01 each, of which maximum 57,915,978 shares of par value US$ 0.01 would be in issue and fully paid or credited as fully paid. The final number of shares in issuance will depend on the number of fractional shares that will be purchased by the Company for cancelation as set out above.
The Reverse Split and reduction of the authorized and issued share capital is expected to be recorded by filings made with the Registrar of Companies in Bermuda following the end of trading on the Oslo Stock Exchange on 25 September 2015, and subject to such registration the Company's issued shares will be traded "ex Reverse Split" and with the reduced par value from and including 28 September 2015. The record date will be 29 September 2015,
Payments for fractional shares are expected to be distributed on or about October 6, 2015 and the final number of shares in issuance following completion of the Reverse Split is expected to be announced on or about September 30, 2015.