Owners of convertible bonds corresponding to approximately 90 percent of the
total nominal amount have accepted the offer to set-off PA Resources’
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)
In case of questions, please contact:
Nicolas Adlercreutz, CFO, 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 07.45 am CET on 21 December 2012.
IMPORTANT NOTICE
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.
FORWARD-LOOKING STATEMENTS
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.
