Notice of the extraordinary general meeting of PA Resources AB on 7 December 2012

Notice is hereby given of the extraordinary general meeting of PA Resources AB (publ), 556488-2180, on Friday 7 December 2012 at 10.00 a.m. (CET) at Citykonferensen (Celsiussalen) at the address Malmskillnadsgatan 46, in Stockholm. Registration for the extraordinary general meeting will commence at 09.30 a.m. (CET).

Right to participate in the extraordinary general meeting

Shareholder wishing to participate in the extraordinary general meeting must

• be entered in the share register kept by Euroclear Sweden AB on Saturday, 1 December 2012, and
• have notified the company of its attendance by e-mail to bolagsstamma@paresources.se, by telephone:
  +46 8 545 211 50 or at the address PA Resources AB, Kungsgatan 44 (3 tr.), 111 35 Stockholm, Sweden, not later than at 16.00 (CET) Monday 3 December 2012. 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.

Shareholder shall further bring to the extraordinary general meeting the admission card, which will be sent out after the notification period to those shareholders who have notified the company of their intention to attend the extraordinary general meeting. Admission cards are to be brought and presented at the entrance to the premises of the extraordinary general meeting. If such admission card has not been received by the shareholder prior to the extraordinary general meeting, a new admission card can be obtained provided an ID card is presented.

Shareholder whose shares are nominee-registered must also, in order to be entitled to participate in the extraordinary general meeting, request a temporary entry under its own name in the share register kept by Euroclear Sweden AB. Shareholders must notify the nominee of this well before Friday 30 November 2012, 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 on Saturday 1 December 2012.

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 3 December 2012 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

1.                      Opening of the general meeting

2.                      Election of the chairman of the general meeting

3.                      Preparation and approval of the voting list

4.                      Approval of the board of directors’ proposed agenda

5.                      Election of person(s) to verify the minutes

6.                      Determining whether the general meeting has been duly convened

7.                      a) Resolution on adoption of new articles of association

                         b) Resolution on reduction of the share capital without retirement of shares

8.                      a) Resolution on adoption of new articles of association

                         b) Resolution on approval of the board of directors’ resolution on a directed new issue of shares to holders of convertibles (issue by way of set-off)

9.                      Resolution on authorisation for the board of directors to resolve upon of new issues

10.                   Any other items

11.                   Closing of the general meeting

Proposals by the board of directors

Item 7.a): Resolution on adoption of new articles of association

As a consequence of the proposed reduction of the share capital pursuant to 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 40,000,000 and not more than SEK 160,000,000.

Item 7.b): Resolution on reduction of the share capital without retirement of shares
The board of directors proposes that the extraordinary general meeting resolves upon reducing the share capital by an amount of SEK 254,991,060.80 for transfer to free funds to be used in accordance with resolutions adopted by the general meeting. The reduction of the share capital will be implemented without retirement of shares, by changing the shares’ quotient value from SEK 0.50 per share to SEK 0.10 per share. It is noted that the reduction of the share capital is conditional upon the new articles of association being adopted in accordance with item 7.a) above.

It is further noted that the Swedish Companies Registration Office’s approval is not required for the reduction of the share capital since the share capital will be increased to a level at least corresponding to the reduction amount by way of consummation of the board of directors’ resolution on a new issue by way of set-off pursuant to item 8.b) below.

The resolutions of the general meeting pursuant to item 7.a)-b) above shall be passed as one resolution. The resolutions are conditional upon the general meeting passing resolutions in accordance with item 8 below.

Item 8.a): Resolution on adoption of new articles of association
As a consequence of the board of directors’ resolution on the implementation of the new issue by way of set-off comprising new B shares pursuant to item 8.b) below, the board of directors proposes that the general meeting resolves upon adopting new articles of association according to which a new class of shares, B shares, is introduced, carrying half a vote per share. The company’s existing shares, A shares, will continue to carry one vote per share. In other aspects A and B shares will carry equal rights to the company’s assets and profit. Since the B shares are introduced for administrative reasons relating to the implementation of a new issue of shares by virtue of the authorisation pursuant to item 9 below, which new issue is expected to grant preferential rights for the shareholders, including the holders of the convertibles who subscribe for B shares in the new issue by way of set-off, the board of directors proposes that a share conversion clause is included in the articles of association, pursuant to which the board of directors as soon as possible following the implementation of the new issue of shares by virtue of the authorisation pursuant to item 9 below shall resolve upon converting all B shares into A shares.

As a consequence of the board of directors’ resolution to implement the new issue by way of set-off and the authorisation for the board of directors to resolve upon new issues of shares pursuant to item 8.b) and 9 below, the board of directors proposes that the share capital limits are changed to not less than SEK 400,000,000 and not more than SEK 1,600,000,000 and that the number of shares is changed to not less than 4,000,000,000 and not more than 16,000,000,000.

Item 8.b): Resolution on approval of the board of directors’ resolution on a directed new issue of shares to holders of the convertibles (issue by way of set-off)
The board of directors proposes that the extraordinary general meeting resolves upon approval of the board of directors’ resolution of 6 November 2012 on a directed new issue of shares to the holders of the company’s convertibles 2008/2014, ISIN SE0002694455 (Convertibles) on principally the following terms and conditions:

• The new issue of shares will comprise not more than 7,144,496,260 B shares, corresponding to a share capital increase of not more than SEK 714,449,626 (based on a quotient value of SEK 0.10 per share).
• Holders of the Convertibles that are entered as holders of the company’s Convertibles in the register kept by Euroclear Sweden AB listing the company’s holders of Convertibles (Convertible Holders) shall with derogation from the shareholders’ preferential rights be entitled to subscribe for the new B shares.
• The number of B shares that each Convertible Holder will be entitled to subscribe for shall correspond to the number of shares that the Convertible Holder is entitled to after set-off of its claim pursuant to the Convertibles, including accrued interest on the claim as per [6] November 2012, against new B shares in the company at a subscription price of fifteen (15) öre per share.
• Notification of subscription and payment by way of set-off shall be made from and including 6 December until and including 17 December 2012 by use of a specific application form provided by the company. The board of directors may resolve upon extending the subscription and payment period. Payment shall be made by way of set-off against the claim against the company from the Convertible Holder pursuant to the Convertibles, including accrued interest on the claim as per 6 November 2012.
• The resolution on the new issue is conditional upon the underwriting agreement entered into on 6 November 2012 between the company and Carnegie Investment Bank AB (publ), in its capacity of underwriter of the new issue of shares with preferential rights for the shareholders that the board of directors is expected to resolve upon by virtue of the authorisation pursuant to item 9 below, not being terminated by Carnegie Investment Bank AB (publ). Carnegie Investment Bank AB (publ) is, inter alia, entitled to terminate the underwriting agreement if the new issue is not subscribed for to an extent of more than 90 % of the Convertible Holders’ total nominal claim pursuant to the Convertibles, including accrued interest on the receivable as per 6 November 2012, in total amounting to SEK 87,508,734, being used to set-off payments for the new shares.
• The number of outstanding Convertibles presently amounts to a total of 61,510,356 with a nominal value of SEK 16 per Convertible, i.e. a total nominal value of SEK 984,165,705, which, including accrued interest as per 6 November 2012, amounts to SEK 87,508,734, and a participation percentage of 90 % corresponds to a total of SEK 964,506,995.10, corresponding to subscription of 6,430,046,634 new B shares.

According to the company’s press release on 7 November 2012, the purpose of the new issue by way of set-off together with the subsequently planned new issue of shares in an amount of approximately SEK 700 million is to materially improve the company’s financial position as well as creating opportunities for a long-term production growth and value increase. The reason for the derogation from the shareholders’ preferential rights is, in accordance with the abovementioned press release, that the new issue by way of set-off is a necessary part of the refinancing of the company. It is noted that full subscription in the new issue by way of set-off will lead to the issuance of 7,144,496,260 new B shares, corresponding to a dilution 92% of the company’s shares and 85% of the votes in the company before the implementation of the new issue by way of set-off.

The resolutions by the general meeting pursuant to item 8.a)-b) above shall be taken as one resolution. The resolutions are conditional upon the general meeting resolving in accordance with item 7 above.

Item 9; Resolution on authorisation for the board of directors to resolve upon new issue(s)
The board of directors proposes that the extraordinary general meeting resolves upon authorising the board of directors to, at one or more occasions, until the next annual general meeting, resolve upon new issues of shares with or with derogation from the shareholders’ preferential rights. The authorisation entitles the board of directors to issue the maximum number of shares of each class that may be issued in accordance with the articles of association in force at any given time, provided that it at all times shall be comprised by the provisions regarding the number of shares in the articles of association, and by this increase the share capital with an amount that at all times is comprised by the articles of association’s provision regarding limits for share capital. Payment for subscribed shares shall where appropriate be made by way of set-off and/or in kind.

According to the company’s press release on 7 November 2012, the main purpose of the authorisation is that the board of directors shall be able to resolve upon a 100 % underwritten new issue of shares with preferential rights for the shareholders in an amount of approximately SEK 700 million, which together with the new issue by way of set-off pursuant to item 8.b) above, materially shall improve the company’s financial position as well as creating good opportunities for a long-term production growth and value increase.

Documents, etc.

The board of directors’ complete resolution pursuant to item 8.b) and the board of directors’ complete proposed resolutions pursuant to item 7, 8.a) and 9 above as well as other documentation that is required according to the Companies Act will be available at the company (see address above) as well as on the company’s website, www.paresources.se from 16 November at the latest. Copies of the said documents will be sent to shareholders requesting them and stating their postal address.

The shareholders are reminded about 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 Companies Act.

The number of outstanding shares and votes in the company at the time of this notice amounts to 637,477,652.

Stockholm, 7 November, 2012
PA Resources AB (publ)

The Board of Directors

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, Greenland, Netherlands and Germany. PA Resources is one of the larger oil producers in Tunisia and is also producing oil in the Republic of Congo. The parent company is located in Stockholm, Sweden.
PA Resources’ net sales amounted to SEK 2,154 million during 2011. The company is listed on NASDAQ OMX Stockholm, Sweden (Mid Cap). 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 08.30 CET on 7 November 2012.

Tags: