STOCKHOLM, Sweden--(BUSINESS WIRE)--Regulatory News:
The shareholders of PA Resources AB (publ) held an extraordinary general meeting on Friday 7thof December 2012 in Stockholm. The meeting resolved in accordance with the Board of Directors’ proposal, including the approval of a directed new share issue to the holders of the company’s convertible bonds 2008/2014 (Convertible).
The following main resolutions were passed by the meeting:
Resolution on adoption of new articles of association
The meeting decided to adopt new articles of association in two steps, involving the following alterations:
- change of the share capital limits and the minimum and maximum number of shares, and
- introduction of a new class of shares, B shares.
Resolution on reduction of the share capital
The meeting decided to reduce the share capital with SEK 254,991,060.80 for transfer to free funds to be used in accordance with resolutions by the general meeting. The reduction of the share capital will be implemented without retirement of shares, by changing the shares’ quota value from SEK 0.50 per share to SEK 0.10 per share.
Approval of the board’s resolution to issue new share directed to the holders of Convertibles (issue by way of set-off)
The meeting decided to approve the board’s decision of November 6, 2012, to issue new shares directed to the holders of the Convertibles. The new issue of shares will comprise not more than 7,144,496,260 B shares, corresponding to a share capital increase of not more than SEK 714,449,626 (based on a quotient value of SEK 0.10 per share) on mainly the following terms.
· Holders of Convertibles who are entered as holders of the company’s Convertibles in the register kept by Euroclear Sweden AB listing the company’s holders of Convertibles (Convertible Holders) shall with derogation from the shareholders’ preferential rights be entitled to subscribe for the new B shares.
· The number of new B shares that each Convertible Holder will be entitled to subscribe for shall correspond to the number of new B shares that the Convertible Holder is entitled to after set-off of its claim pursuant to the Convertibles, including accrued interest on the claim as per 6 November 2012 at a subscription price of fifteen (15) öre per share.
· Notification of subscription and payment by way of set-off shall be made from and including 6 December until and including 17 December 2012 by use of a specific application form provided by the company.
The resolution on the new issue is conditional upon the underwriting agreement entered into on 6 November 2012 between the company and Carnegie Investment Bank AB (publ), in its capacity of underwriter of the new issue of shares with preferential rights for the shareholders that the board of directors is expected to resolve upon by virtue of the authorisation from the extraordinary general meeting (see below), not being terminated by Carnegie Investment Bank AB (publ). Carnegie Investment Bank AB (publ) is, inter alia, entitled to terminate the underwriting agreement if the new issue is not subscribed for to an extent of more than 90 % of the Convertible Holders’ total nominal claim pursuant to the Convertibles, including accrued interest on the receivable as per 6 November 2012 being used as set-off payments for the new B shares.
Detailed information regarding the set-off issue is available in the prospectus published in connection with the set-off issue, which was made public on 5 December 2012 and which inter alia is available at PA Resources’ web site www.paresources.se.
Authorisation for the board of directors to resolve upon new issues
The meeting decided to authorise the board to resolve upon new issues of shares with or without derogation from the shareholders’ preferential rights. The main purpose of the authorisation is to enable the board to resolve upon the 100% underwritten issue of new shares with preferential rights for the shareholders in an amount of approximately SEK 700 million, which, together with the new issue by way of set-off, will materially improve the company’s financial position as well as create good opportunities for a long-term production growth and value increase.
The minutes from the extraordinary general meeting will be available at PA Resources’ web site www.paresources.se.
Stockholm, December 7, 2012 PA Resources AB (publ)
PA Resources AB 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, Netherlands and Germany. PA Resources is producing oil in West Africa and North Africa. The parent company is located in Stockholm, Sweden. PA Resources’ net sales amounted to SEK 2,154 million during 2011. The company is listed on the NASDAQ OMX in Stockholm, Sweden (segment Mid Cap). 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 1.00 PM CET on 7 December, 2012.
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