STOCKHOLM--(BUSINESS WIRE)--Regulatory News:
PA Resources AB (STO:PAR) (OSE:PAR)
PA Resources AB’s board of directors has resolved to convene an extraordinary general meeting (“EGM”) and second meeting for liquidation purposes on the 27 October 2015. Aside from proposals that arise from the meeting being the second meeting for liquidation purposes the board has put forward proposals regarding, amongst other things, approval ex post of agreements and arrangements made during the period of the corporate reorganisation, approval of future arrangements for the delisting of the share and of the management incentive programme as well as reduction of the share capital and changes to the company’s articles of association.
Due to Tomas Hedström, member of the Board and CFO, has decided to leave the board of directors in conjunction with the EGM the election of a new board of directors has been added to the agenda.
The details of the proposals are presented in full in the notice to attend below and will be published in the Swedish Official Gazette (Post- och Inrikes Tidningar) and on the company website in the next few days.
Unofficial in-house English translation for information purposes only. In case of differences between the Swedish and the English versions, the Swedish version shall prevail.
NOTICE TO ATTEND AN EXTRAORDINARY GENERAL MEETING IN PA RESOUURCES AB (publ) (SECOND MEETING FOR LIQUIDATION PURPOSES)
The extraordinary general meeting of PA Resources AB (publ) will be held on Tuesday 27 October 2015 9.30 am, at Citykonferensen, room Datorgrafiken, at Malmskillnadsgatan 46 in Stockholm. Registration for the meeting will commence at 9.00 am.
Right to attend and notice
Those wishing to attend the meeting must
· be entered as a shareholder in the share register kept by Euroclear Sweden AB on Wednesday 21 October 2015, and
· give notice of attendance to the company no later than 4 pm Thursday 22 October 2015.
Notice of attendance can be given by post to PA Resources AB, Kungsgatan 44 (3 tr.), 111 35 Stockholm, Sweden, or by e-mail to email@example.com or by telephone +46 8 545 211 50. The notice shall include information on name, personal identity number/corporate registration number, telephone number, address, shareholding and, if applicable, details of proxies and advisors.
To be entitled to participate in the meeting, those whose shares are registered in the name of a nominee must register the shares in their own name with the help of the nominee, so that he or she is entered in the share register kept by Euroclear Sweden AB on Wednesday 21 October 2015. This registration may be made temporarily.
Proxies, proxy forms etc.
If a shareholder is attending the meeting by issuing a proxy form, such proxy form must be dated and signed by the shareholder. The validity period of the proxy form may be a maximum of five years from the date of issue. The original proxy form should, to facilitate registration for the meeting, be submitted to the company no later than in connection with the notice of attendance, at the address mentioned above. A proxy form is available at the company and on the company’s website www.paresources.se, and will be sent to shareholders who so request and state their postal address. Proxies for legal entities must also bring with them and present a certificate of registration or corresponding authorisation documents, together with, if applicable, a proxy form.
1. Opening of the meeting
2. Election of the chair of the general meeting
3. Preparation and approval of the voting register
4. Approval of the proposed agenda
5. Election of one or two persons to attest the minutes
6. Determination whether the general meeting has been duly convened
7. Address by CEO 8. Ratification of agreements
10. Resolution on incentive programme for senior executives
11. Election of board of directors
12. Authorisation for the board of directors
13. Resolution on amendment of the objective of the company’s business in the articles of association
14. Determination whether the company is to go into liquidation (second meeting for liquidation purposes)
15. Resolution on amendment of the articles of association and reduction of share capital
16. Closing of the meeting
Proposal on ratification of agreements (item 8)
The board of directors proposes that the general meeting resolves to ratify the agreements that the company has entered into and the decisions made by the board of directors in respect of measures taken by the company as of 26 March 2015 and during the corporate reorganisation of the company.
Proposal on delisting (item 9)
The board of directors proposes that the general meeting resolves that the company shall take all measures required for the company to be delisted when the board deems it appropriate and practicable. The purpose of this is for the company to be able to fulfil its commitments under the restructuring plan and under the agreements specified under item 8.
Proposal on incentive programme for senior executives (item 10)
The board of directors proposes that the general meeting resolves on an incentive programme for senior executives in the company. The incentive programme is part of the reorganisation plan presented to the company's creditors, and is also a condition of several of the agreements specified under item 8. Hence, the adoption of the incentive programme is necessary in order to carry out a reconstruction of the company. Under the incentive programme senior executives will be entitled to a cash bonus equivalent to five percent of sales revenues for the group's assets located in the North Sea and Congo, to the extent that the aggregate gross remuneration received by the group from these disposals exceed the amount (including the redemption premium) obtained through the reconstruction bond mentioned in the reorganisation plan. Company management will also receive ten percent of the gross revenues from the disposal of the group's assets in Tunisia. The term disposal in this regard refers to all types of sales, transfers or assignments through share, business or asset transfer or otherwise, and the sale of shares in the company. The persons to be included in the incentive program and the distribution of bonus among the participants will independently be determined by the company's management.
Election of board of directors (item 11)
The Nomination Committee proposes that the board of directors is to consist of three directors and no deputies.
Tomas Hedstrom has informed the board of directors of his resignation as a director by the time of the general meeting.
The Nomination Committee proposes that Mark McAllister and Paul Waern are elected as directors until the end of the next annual general meeting. The Nomination Committee will in good time before the general meeting announce a proposal for a third director of the board.
Proposal on authorisation for the board of directors (item 12)
The board of directors proposes that the general meeting resolves to authorise the board to take all measures required for the company to fulfil its commitments under the reorganisation plan and the agreements specified under item 8.
Resolution on amendment of the objective of the company’s business in the articles of association (item 13)
The board of directors proposes that section 3 of the articles of association is amended so that the object of the company’s business is:
“The company shall itself, through affiliated companies or in collaboration with others pursue prospecting business, extract oil and gas and own and administer, including buying and selling, concessions, stocks and shares in companies who pursue prospecting- and extracting business and be engaged in other activities related thereto.”
Determination whether the company is to go into liquidation (second meeting for liquidation purposes) (item 14)
At an extra ordinary general meeting on 27 February 2015 (the first meeting for liquidation purposes), the board of directors presented a balance sheet for liquidation purposes prepared in accordance with Chapter 25 sections 13 and 14 Swedish Companies Act and an auditor’s report with respect thereto. The balance sheet for liquidation purposes evidenced that the shareholders’ equity was less than half of the registered share capital. The first meeting for liquidation purposes resolved that the company should not enter into liquidation.
Since the balance sheet for liquidation purposes presented at the initial meeting for liquidation purposes did not show that the shareholders’ equity amounted to at least the registered share capital and the general meeting did not resolve that the company should go into liquidation, the general meeting must in accordance with Chapter 25 section 16 Swedish Companies Act within eight months of the initial meeting for liquidation purposes reconsider the issue whether the company should go into liquidation (second meeting for liquidation purposes). To remedy the shortage of shareholders’ equity, the Company has taken measures as shown in the reorganisation plan which is available at www.paresources.se.
Prior to the second meeting for liquidation purposes, the board of directors must according to Chapter 25 section 16 Swedish Companies Act prepare a new balance sheet for liquidation purposes in accordance with Chapter 25 section 14 Swedish Companies Act that is to be reviewed by the company’s auditors. The new balance sheet for liquidation purposes and the auditor’s report on it must be presented at the second meeting for liquidation purposes. The balance sheet for liquidation purposes is expected to show that the shareholders’ equity amounts to at least the registered share capital. This assumes that the company's creditors vote in favour of the composition plan at the composition proceedings 2 October 2015 and that the composition plan becomes legally binding.
In light of the above, the board of directors believes that there are reasons for the company to continue its operations and therefore proposes that the shareholders vote against the proposal that the company should go into liquidation with the result that the company will continue its business operations. Since the board of directors nonetheless is obligated to present a proposal for liquidation, the board presents the following proposal.
1. The board of directors does not believe that there are reasons for the company to go into liquidation. The alternative to liquidation is that the company continue its operations.
2. The liquidation resolution would take effect from the day it is registered at the Swedish Companies Registration Office.
3. A distribution of assets is preliminary estimated to take place the first half of 2017.
4. The amount of the distribution proceeds is preliminary estimated to zero SEK.
5. The board of directors has no proposal for liquidator.
Resolution on amendment of the articles of association and reduction of share capital (item 15)
The board of directors proposes that the general meeting resolves to amends the articles of association and reduce the share capital mainly as set out below.
A. Amendment of the articles of association
Section 4 of the articles of association is amended so that the share capital cannot be lower than SEK 500,000 or higher than SEK 2,000,000.
B. Reduction of share capital
The company’s share capital will be reduced as follows.
1. The purpose with the reduction is to cover losses. 2. The company’s share capital is to be reduced with SEK 10,516,799.20. 3. The reduction is to be effected without retirement of shares.
Following the resolutions to reduce the share capital, the share capital will total SEK 800,000 and each share will have a quota value of SEK 800,000/113,167,992.
The resolutions under item A and item B are conditional upon each other, thus the board proposes that the general meeting makes one joint resolution with respect to the proposals.
The board of directors’ complete proposal and other documents as stipulated in the Swedish Companies Act will be available at the company (see address above) as well as on the company’s website www.paresources.se no later than three weeks before the meeting including the day of the meeting. Copies of the said documentation will be sent immediately, and at no cost to the recipient, to shareholders who so request and state their postal address.
The shareholders are reminded of their right to request information from the board of directors and the managing director under Chapter 7 section 32 the Swedish Companies Act.
The number of outstanding shares and votes in the company at the time of this notice totals 113,167,992.
Stockholm, September 2015
PA Resources AB (publ)
The board of directors
Stockholm 25 September, 2015
PA Resources 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), United Kingdom, Denmark, Netherlands and Germany. PA Resources has oil production in Tunisia. The parent company is located in Stockholm, Sweden. PA Resources’ net sales amounted to SEK 603 million in 2014. 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 CET 25 September 2015.
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