A preliminary calculation of the acceptance level in the ongoing offer to set-off of the company’s convertible bond 2008/2014 against newly issued B-shares (“the Offer”) shows that convertible bondholders with claims according to the convertible bonds (including accrued interest as per 6 November 2012) corresponding to approximately 85 percent of all convertible bondholders’ claims, have chosen to make use of their claims as payment for newly issued B-shares through set-off.
The completion of the Offer is conditional upon the underwriting agreement that the company has entered into with Carnegie Investment Bank AB not being terminated. The underwriting agreement may, inter alia, be terminated should the Offer not be accepted by holders with more than 90 percent of all convertible bondholders’ claims (including accrued interest as per 6 November 2012).
A sufficient acceptance level has hence not been reached, which is why the Board of Directors in PA Resources has chosen to extend the acceptance period in the Offer until Thursday 20 December 2012 at 5.00 pm (CET). The convertible bondholders that have already accepted the Offer are not required to take further action. The extension of the acceptance period will however provide the convertible bondholders who have not yet accepted the Offer an opportunity to participate.
PA Resources reminds about how the application must be carried out:
- Convertible bondholders with their convertible bonds registered on a VP account (securities account), must use the application form that can be downloaded from the company’s website (www.paresources.se) as well as Carnegie Investment Bank’s website (www.carnegie.se).
- Convertible bondholders with their convertible bonds registered with a bank or nominee must contact the bank or nominee for further instructions on how the application shall be carried out.
In the event that a sufficient acceptance level in the Offer is reached, the Board of Directors intends to decide upon the previously announced underwritten rights issue of approximately SEK 700 million.
Stockholm, 17 December 2012
PA Resource AB (publ)
In case of questions, please contact:
PA Resources: + 46 8 545 211 50
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, the Netherlands and Germany. PA Resources has oil production in West and North Africa. The parent company is located in Stockholm, Sweden. In 2011, PA Resources reported sales of SEK 2,154 million. The share is listed on NASDAQ OMX Stockholm, Sweden (segment Mid cap). For further 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 7.50 pm CET on 17 December 2012.
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, Canada, Japan, 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 (the ”Securities Act”). 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, Canada, Japan, 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 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 securities in any Member State of the European Economic Area other than Sweden and any other jurisdiction into which the offering of securities may be passported. Within such Member States of the European Economic Area other than Sweden (and any other jurisdiction into which the offering of securities 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 securities requiring a publication of a prospectus in any Relevant Member State. As a result hereof, the securities may only be offered in a Relevant Member State: (a) to a qualified investor (as defined in the Prospectus Directive or under 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 securities ” in any Relevant Member State means the communication, in any form, of sufficient information on the terms of the offer and the securities 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 Offer 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 Offer 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 securities or the Offer, 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.
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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