Final outcome of PA Resources’ rights issue
The final summation of the rights issue in PA Resources AB (publ) shows that 24,047,481 new shares, corresponding to 28 per cent of the shares offered, were subscribed for by exercise of subscription rights. 11,151 new shares have been allotted to those who have subscribed for shares without subscription rights, in accordance with the principles outlined in the prospectus published on 14 August 2013. Notice to those who have subscribed for shares without subscription rights is expected to be distributed on or around 5 September 2013.
In addition 60,817,362 new shares corresponding to 72 per cent of the total number of shares issued in the rights issue, have been allotted to the guarantors in accordance with the underwriting agreements entered into with the Company. 45,238,095 new shares have been allotted to Gunvor Group implying their ownership in PA Resources will amount to just under 50 per cent and 11,203,631 shares have been allotted to Lorito Holding implying their ownership in PA Resources will amount to 9.9 per cent. Through the rights issue, which consequently is fully subscribed, PA Resources will receive proceeds amounting to approximately SEK 891 million before transaction related costs.
Through the rights issue PA Resources’ number of shares will increase with 84,875,994 shares to 113,167,992 shares. The Company’s share capital will, in connection with the rights issue and the bonus issue and reduction of share capital which were resolved upon at the extraordinary general meeting on 5 July, 2013, continue to amount to SEK 1,414,599,900.
The last day for trading in paid subscribed shares (“BTA”) was on 4 September, 2013. The new shares are accounted for as BTA on the VP-account until the rights issue has been registered with the Swedish Companies Registration Office, which is expected to take place on or around 13 September, 2013. The new shares are expected to be available for trading as soon as the Swedish Companies Registration Office has registered the rights issue.
Gunvor Group has been granted exemption from the mandatory bid rules by the Swedish Securities Council (Swe. Aktiemarknadsnämnden) should its ownership exceed 30 per cent following a fulfilment of its underwriting commitment in the rights issue.
Stockholm, 5 September 2013
PA Resource AB (publ)
For queries, please contact:
Carolina Strömlid, Head of Corporate Communications & IR, + 46 8 708807173
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 8.30 a.m. CET on 5 September 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.
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 published by PA Resources and available on PA Resources’ website.
EUROPEAN ECONOMIC AREA
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, Denmark, Norway 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, Denmark, Norway (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.
Carnegie is acting for PA Resources and no one else in connection with the Rights Issue 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 Issue 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 and the new shares and the Rights Issue, 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.
FORWARD-LOOKING STATEMENTS
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.
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