Announcement from PA Resources AB’ Extraordinary General Meeting on 5 July 2013
PA Resources AB (publ) held an Extraordinary General Meeting on Friday 5 July 2013 in Stockholm. The meeting decided in accordance with the board of director’s proposal, including a decision to carry out a new share rights issue.
The following main decisions were made at the meeting:
Decision regarding adoption of new articles of association
The meeting decided to adopt new articles of association in two steps, involving changes regarding the share capital and changes regarding the minimum and maximum number of shares.
Decision regarding reduction of the share capital
The meeting decided to reduce the share capital with SEK 1,117,533,921 by allocation to a non-restricted reserve to be used in accordance with the shareholders’ decision. The reduction of the share capital will be made without redemption of shares by changing the share quota value from SEK 50 to SEK 10.50 per share.
Decision regarding new share rights issue
The meeting decided in accordance with the board of director’s proposal to carry out a new share rights issue on the following main terms.
- The new share rights issue will comprise a maximum of 84,875,994 shares corresponding to an increase in the share capital of a maximum of SEK 891,197,937.
- The record day for participation in the new share rights issue will be 15 August 2013.
- The subscription price for the new shares will be SEK 10.50 per share.
- Subscription of new shares will take place during the period from and including 19 August up to and including 2 September 2013.
The new share rights issue is fully guaranteed by Gunvor Group Ltd., the largest shareholder in the company, by Lorito Holding Ltd., an investment company owned by a trust belonging to the Lundin family, and by a guarantee consortium put together by Carnegie Investment Bank AB (publ). The new share rights issue will generate a total subscription amount of approximately MSEK 891 (before transaction related costs).
Detailed information regarding the new share rights issue will be included in a prospectus which will be published on or around 15 August 2013 and which will be available, inter alia, at PA Resources’ website www.paresources.se.
Decision regarding bonus issue
The meeting decided to carry out a bonus issue, thereby increasing the share capital with SEK 226,335,984 by making use of the company’s non-restricted equity, to be carried out without issue of new shares and by raising the quota value of the shares from SEK 10.50 per share to SEK 12.50 per share.
Election of new Board member
The meeting decided to appoint Nils Björkman as new member of the board of directors of the company. Nils Björkman, born in 1954, has long experience from senior positions within the Tetra Pak Group, among others MD for Tetra Pak in England and Canada and President and CEO for Tetra Laval Food, Tetra Pak Europe & Africa and Tetra Pak Market Operation. He is at present Vice President of Commercial Operations and Cluster Organisation within the Tetra Pak Group and a member of the board of directors of SourceByNet Pte Ltd. (SBN). Further, the meeting decided on a fee of SEK 275,000 to Nils Björkman on the same principles as apply to the other board members. This means that the total fee to the board for this financial year will amount to SEK 1,650,000.
Stockholm on 5 July 2013
PA Resources AB (publ)
For further information, please contact:
Sven A Olsson, Chairman of the board of directors
+46 708 24 19 70
Tomas Hedström, CFO
+46 8 545 211 56
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, Netherlands and Germany. PA Resources is producing oil in West Africa and North Africa. The parent company is located in Stockholm, Sweden. PA Resources’ net sales amounted to SEK 2,184 million in 2012. The share is listed on the NASDAQ OMX in Stockholm, Sweden. For additional 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 11.50 a.m. CET on 5 July 2013.
IMPORTANT NOTICE
The information in this press release is not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, 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, 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, Hong Kong, Japan, Canada, Switzerland, Singapore, South Africa or New Zeeland. Any person who may obtain this press release is obligated to inform him-/herself with respect to compliance with the aforementioned restrictions and in particular not to publish or distribute the press release in contravention with applicable securities regulations.
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 that will be provided in the prospectus to be published by PA Resources on its web site on or around 15 August 2013.
PA Resources has not resolved to offer to the public shares or rights in any Member State of the European Economic Area other than Sweden and any other jurisdiction into which the offering of shares or rights may be passported. Within such Member States of the European Economic Area other than Sweden (and any other jurisdiction into which the offering of shares or rights 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 shares or rights requiring a publication of a prospectus in any Relevant Member State. As a result hereof, the shares or rights may only be offered in a Relevant Member State: (a) to a qualified investor (as defined in the Prospectus Directive or 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 shares or rights” in any Relevant Member State means the communication, in any form, of sufficient information on the terms of the offer and the shares or rights 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.
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