Notice of the extraordinary general meeting of PA Resources AB on 5 July 2013
Notice is hereby given of the extraordinary general meeting of PA Resources AB (publ), 556488-2180, on Friday 5 July 2013 at 09.30 (CET). The general meeting will be held at Sveavägen 20, floor 9, in Stockholm. Registration for the extraordinary general meeting will commence at 09.00 (CET).
Right to participate in the extraordinary general meeting
Shareholders wishing to participate in the extraordinary general meeting must:
- be entered in the share register kept by Euroclear Sweden AB as of Saturday 29 June 2013, and
- have notified the company of their attendance not later than at 16.00 Monday 1 July 2013 (see notice of attendance below)
Notice of attendance etc.
Notice of attendance on the general meeting can be given by e-mail to bolagsstamma@paresources.se or by telephone +46 8 545 211 50 or by post to PA Resources AB, Kungsgatan 44 (3 tr.), 111 35 Stockholm, Sweden. The notice shall include information on name, personal identity number/registration number, telephone number, address, shareholding and, if applicable, details of any representatives and assistants.
Shareholders whose shares are nominee-registered must also, in order to be entitled to participate in the general meeting, request a temporary entry under their own name in the share register kept by Euroclear Sweden AB. Shareholders must notify the nominee of this well before Friday 28 June 2013, by which time the entry must have been effected, in order to be included in the transcript of the share register prepared by Euroclear Sweden AB as of Saturday 29 June 2013.
Representatives, power of attorney etc.
The rights of the shareholder at the extraordinary general meeting may be exercised by an authorised representative. The power of attorney must be dated and signed by the shareholder. The validity period of the power of attorney may be a maximum of five years, if explicitly stated. If no validity period is specified the power of attorney is valid for a maximum of one year. The original power of attorney should, to facilitate registration for the extraordinary general meeting, be submitted to the company no later than on Monday 1 July 2013 at the address mentioned above. An example power of attorney is available at the company and on the company’s website, www.paresources.se. Representatives for legal entities must also bring with them and present an original certificate of incorporation or a certified copy thereof, together with, if applicable, a power of attorney or corresponding authorisation documents.
Proposed agenda
- Opening of the general meeting
- Election of the chairman of the general meeting
- Preparation and approval of the voting list
- Approval of the board of directors’ proposed agenda
- Election of person(s) to verify the minutes
- Determining whether the general meeting has been duly convened
- a) Decision regarding adoption of new articles of association
b) Decision regarding reduction of the share capital without redemption of shares - a) Decision regarding adoption of new articles of association
b) Decision regarding new share rights issue
c) Decision regarding bonus issue - Election of new board member etc.
- Other items
- Closing of the general meeting
Proposals by the board of directors
Item 7.a): Decision regarding adoption of new articles of association
As a consequence of the proposed reduction of share capital under item 7.b) below, the board of directors proposes that the general meeting resolves upon adopting new articles of association pursuant to which the share capital limits are changed to not less than SEK 200,000,000 and not more than SEK 800,000,000.
Item 7.b): Decision regarding reduction of the share capital without redemption of shares
The board of directors proposes that the general meeting resolves upon reducing the company’s 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.
It is noted that the decision to reduce the share capital is conditioned by a change of the articles of association according to 7.a) above. It is further noted that permission from the Swedish Companies Registration Office will not be required since the share capital will increase with at least as much as the reduction amount by the shareholders’ decision to carry out a rights issue under item 8.b) and a bonus issue under item 8.c) below.
The general meeting’s decisions according to item 7.a) – b) above shall be passed as one decision. The decisions are conditioned by the general meeting’s decision according to item 8 below.
Item 8.a): Decision regarding adoption of new articles of association
As a consequence of the proposed rights issue under item 8.b) below, the board of directors proposes that the general meeting resolves upon adopting new articles of association pursuant to which the share capital is changed to not less than SEK 400,000,000 and not more than SEK 1,600,000,000 and that the number of shares are changed to not less than 40,000,000 and not more than 160,000,000.
Item 8.b): Decision regarding new share rights issue
The board of directors proposes that the general meeting resolves upon carrying out a rights issue on mainly the following terms.
- The new share 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 (based on the quota value of SEK 10.50 per share).
- Shareholders of the company registered in the share register kept by Euroclear Sweden AB on 15 August 2013 (the record day) shall have the pre-emptive right to subscribe for the new shares in relation to the number of shares they own. The shareholders will for every share they own in the company as per the record day receive one subscription right. One subscription right will entitle to the subscription of three (3) new shares in PA Resources.
- The new shares will be issued at a subscription price of SEK 10.50 per share.
- Subscription for new shares with subscription rights shall be made by simultaneous cash payment or, when the board of directors deems this cannot be done for practical or administrative reasons, by signing a separate subscription list, during the period from 19 August 2013 to 2 September 2013. Notification of subscription of shares without subscription rights shall be made during the same period. In such case, subscription shall be made on separate subscription list. Payment for shares subscribed for without subscription rights shall be made in cash in accordance with instructions on contract note showing allocation of shares, however at the latest three (3) banking days after sending the contract note. The board of directors shall have the right to prolong the subscription period and the time for payment.
- Should not all shares be subscribed for with subscription rights, the board of directors will decide on allocation of shares to be subscribed for without subscription rights. Allocation will then be made firstly to (a) those who have subscribed with subscription rights, regardless whether the subscriber was a shareholder on the record day or not, and, in case of over-subscription, in relation to the number of subscription rights used for subscription and, if this is not possible, by drawing of lots. Secondly, allocation will be made (b) to others who have notified subscription without subscription rights and, if they cannot receive full allocation, in relation to the number of shares notified for subscription by each one of them, and, if this is not possible, by drawing of lots. In case shares corresponding to the full issue amount cannot be allocated according to (a) and (b) above, the remaining shares shall be allocated to the underwriters who according to underwriting agreements with the company have committed, in case the rights issue is not fully subscribed, to subscribe and pay for new shares to an amount corresponding to 100 per cent of the rights issue. Allocation shall in such case be made in accordance with such underwriting agreements.
The new share rights issue is fully underwritten. Each of the company and the respective underwriter has the right to terminate the relevant underwriting agreement, inter alia, in case (i) the company has not, prior to the end of the subscription period for the share rights issue, obtained (a) with respect to the terms and conditions of the company’s NOK bond loan, a permanent reduction of the minimum equity covenant from SEK 2,000 million to SEK 1,000 million, and (b) with respect to the terms and conditions of the company’s SEK bond loan, any required waiver with respect to equity covenants, or (ii) there has occurred any event that (a) would constitute a material adverse change in the condition (financial or otherwise), business, results or prospects of the company and its subsidiaries, whether or not arising in the ordinary course of business, or (b) would have a material adverse effect on the company’s ability to consummate the share rights issue.
One of the underwriters is the shareholder Gunvor Group Ltd. Through its underwriting agreement, Gunvor Group Ltd may become the owner of a maximum of 49.9% of the shares and votes in the company.
Item 8.c): Decision regarding bonus issue
The board of directors proposes that the shareholders decide 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. The bonus issue is carried out without issue of new shares and by raising the quota value of the shares.
The general meeting’s decisions according to item 8.a) – c) above shall be passed as one decision. The decisions are conditioned by the general meeting’s decision according to item 7.
Proposals by the nomination committee
The present nomination committee consisting of Sven A Olsson (chairman), Bengt Stillström, Göran Ågerup and Hans Kristian Rød, which has proposed election of board members etc. to the AGM 2013, hereby proposes the following regarding item 2 (election of chairman for the meeting) and item 9 (election of new board member etc.) on the agenda.
Item 2; Election of chairman of the general meeting
The nomination committee proposes that the lawyer Sven Rasmusson will be the chairman of the general meeting.
Item 9; Election of new board member etc.
The nomination committee proposes that the general meeting decides to appoint one more member of the board, which will then consist of five members. The proposed member Nils Björkman was born in 1954 and has his background within the Tetra Laval group where he during the last 30 years has held various CEO and other management positions. Nils Björkman is presently vice president of Commercial Operations and Cluster Organisation within the Tetra Park Group. More information about the proposed new board member may be found on the company’s web site www.paresources.se.
The nomination committee further proposes that the general meeting decides on a fee of SEK 275,000 to the proposed member 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 (previous year SEK 1,650,000).
Documents etc.
The board of directors’ complete proposals regarding items 7 and 8 above as well as other documentation required according to the Swedish Companies Act will be available at the company (see address above) as well as on the company’s web site, www.paresources.se, from 14 June 2013 at the latest. Copies of the said documents will be sent to shareholders requesting them and stating their postal address.
For decisions regarding items 7–8, these must be supported by shareholders representing at least two thirds of both the cast votes and the shares represented at the meeting, whereby – due to an exemption from the mandatory bid provisions granted by the Swedish Securities Council (Sw. Aktiemarknadsnämnden) – shares held and represented at the meeting by Gunvor Group Ltd shall be disregarded.
The shareholders are reminded of their right to ask questions to the board of directors and the managing director at the general meeting in accordance with Chapter 7, Section 32 of the Swedish Companies Act.
The number of outstanding shares and votes in the company at the time of this notice amounts to 28,291,998.
Stockholm, 5 June 2013
PA Resources AB (publ)
The Board of Directors
PA Resources AB (publ) 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, 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 08.45 a.m. CET on 5 June 2013.
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