Owners of convertible bonds corresponding to approximately 90 percent of the total nominal amount have accepted the offer to set-off PA Resources’(STO:PAR) convertible bond 2008/2014 against newly issued B-shares. All conditions for completion of the offer are hence fulfilled and the company now intends to carry out the subsequent fully underwritten rights issue of approximately SEK 700 million.
Completion of the offer to the convertible bondholders
On 7 November 2012, the Board of Directors in PA Resources announced an offer to the holders of the company’s convertible bond 2008/2014 to set-off their claim according to the convertible bonds (including accrued interest as per 6 November 2012) against newly issued B-shares at a subscription price of SEK 0.15 per new B-share (“the Offer”). On 7 December 2012, the extraordinary general meeting approved the Board of Directors’ resolution on the Offer.
At the end of the acceptance period for the Offer, which ended at 20 December 2012 at 5.00 pm (CET), a preliminary calculation shows that convertible bondholders with claims according to the convertible bonds (including accrued interest as per 6 November 2012) corresponding to approximately 90 percent of all convertible bondholders’ claims have chosen to make use of their claims as payment for newly issued B-shares through set-off. All conditions for completion of the Offer are hence fulfilled.
The issue of B-shares has only been effected for administrative purposes to simplify the subsequent rights issue. The B-shares will not be subject to any organized trade. The B-shares will automatically be converted into A-shares as soon as possible following the completion of the rights issue and will thereafter be subject to trade.
Fully underwritten rights issue of approximately SEK 700 million
As soon as possible following the registration of the newly issued B-shares with the Swedish Companies Registration Office, the Board of Directors intends to make use of the authorization granted to the Board of Directors by the extraordinary general meeting held on 7 December 2012 to carry out the previously announced fully underwritten rights issue of approximately SEK 700 million (the “Rights Issue”). The registration of the new B-shares with the Swedish Companies Registration Office is expected to take place on or around 21 December 2012 and as soon as possible thereafter the terms and the time table for the Rights Issue will be announced.
Stockholm, 21 December 2012 PA Resource AB (publ)
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 07.45 am CET on 21 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, Denmark, 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 (the “Securities Act”), 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, Denmark, 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 www.paresources.se.
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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