Archer Limited : Minutes from the Special General Meeting
Hamilton, Bermuda (February 14, 2013)
Archer Limited (the "Company") advises that the Special General Meeting of the Company was held on February 13, 2013 at 10:00 a.m. (Bermuda time) at the offices of the Company, 4th Floor, Par-la-Ville Place, 14, Par-la-Ville Road, Hamilton HM08, Bermuda.
All resolutions were passed in accordance with the proposals in the Notice of the Special General Meeting, and the conditions for completion the Private Placement announced on February 8, 2013 are satisfied.
The following resolutions were passed:
- That with effect from 12:00 p.m. (Bermuda time) on February 19, 2013, or such other time as may be determined by the Board of Directors of the Company (the "Effective Date") that the issued and paid-up share capital of the Company be reduced from US$733,318,240 to US$366,659,120 by cancelling the paid-up capital of the Company to the extent of US$1.00 on each of the issued shares of par value US$2.00 in the share capital of the Company as at the Effective Date so that each issued share of US$2.00 shall from the Effective Date have a par value of US$1.00 be treated in all respects as one (1) fully paid-up share of par value US$1.00 ("Capital Reduction").
- That upon the Capital Reduction taking effect, the amount of credit arising from the Capital Reduction be credited to the contributed surplus account of the Company and the Directors of the Company be and are hereby authorized to apply any credit balance in the contributed surplus account of the Company in accordance with the Bye-laws of the Company and all applicable laws.
- That upon the Capital Reduction taking effect, all the 233,340,880 authorised but unissued shares of US$2.00 each in the Company be cancelled and the authorized share capital of the Company of US$1,200,000,000 be diminished by US$466,681,760 representing the amount of shares so cancelled and forthwith upon such cancellation, the authorized share capital of the Company be restored to US$1,200,000,000 by creating 833,340,880 shares of par value US$1.00 each, such that the authorized share capital will then comprise 1,200,000,000 shares of par value US$1.00 each.
- That upon the Capital Reduction taking effect, the register of shareholders (and each branch register and sub-register) shall be amended such that the shares in issue on the Effective Date shall be recorded as having a par value of US$1.00 each.