COMPLETION OF CROSS-BORDER MERGER
The cross-border merger between Petrolia ASA and Petrolia E&P Holdings Plc (the "Merger") is expected to take effect on 26 October 2012. Reference is made to previous stock exchange notifications regarding the Merger, including the stock exchange notification on 30 November 2011 announcing the approval of the cross-border merger plan.
The completion of the Merger is expected to take place on Friday 26 October 2012. As a result the last day of trading of Petrolia ASA shares is expected to be Friday 26 October 2012 and the first day of trading of Petrolia E&P Holding SE shares is expected to be Monday 29 October 2012.
Each of the shareholders in Petrolia ASA will receive shares in Petrolia E&P Holdings SE based on their shareholdings registered in the Norwegian Central Securities Depository (VPS) at the end of 26 October 2012, that is reflecting trading undertaken on 23 October 2012 with settlement on a T+3 basis. Investors purchasing shares in Petrolia ASA on or after 24 October 2012 will receive settlement in shares of Petrolia E&P Holdings SE.
The exchange rate between Petrolia ASA shares and Petrolia E&P Holdings SE shares is 0.090045702, meaning that approximately 11 shares in Petrolia ASA will be exchanged for 1 share in Petrolia E&P Holdings SE. Due to limitations in the VPS system, the exchange rate will be rounded down to 5 decimals, i.e. 0.09004. Fractional shares will not be issued. Fractions of shares will be compiled and sold in the market. The net cash proceeds will be distributed proportionally among the shareholders entitled to fractions.
The Petrolia E&P Holdings SE shares will be delivered to the shareholders of Petrolia ASA via the VPS on 29 October 2012 and will be available on the accounts of the respective shareholders on 29 October 2012. Any cash proceeds for fractions is expected to be paid within a week of 29 October 2012.
An information memorandum regarding the Merger is expected to be published on 25 October 2012, and further stock exchange notifications are expected to be published on 26 October and 29 October confirming the completion of the Merger and the listing of the shares of Petrolia E&P Holdings Plc respectively.
Following completion of the Merger, the new company will be a SE company registered under the laws of the Republic of Cyprus under the name of Petrolia E&P Holdings SE. The ISIN code for the shares of Petrolia E&P Holdings SE will be CY0102630916. The ticker code on Oslo Stock Exchange will continue to be "PDR".
Contact persons:
Managing director, Kjetil Forland, +47 93 24 00 27
Finance manager, Sølve Nilsen, +47 95 17 92 69
This information is subject of the disclosure requirements in Norwegian Securities Trading Act § 5-12.