PA RESOURCES: PA RESOURCES CONDUCTS A RIGHTS ISSUE OF CONVERTIBLES
PA Resources AB has decided to strengthen its capital base through a new issue of convertibles with preferential subscription rights for existing shareholders. Through the planned new issue, the company will receive proceeds of approximately SEK 1,164 million before issue costs. More than half of the total proceeds have been secured by existing shareholders and other investors.
The oil and gas company PA Resources has earlier financed its operations through a combination of equity and bond loans. The company's present financing strategy aims at increasing the number of financing sources.
PA Resources is currently implementing a number of actions in order to strengthen the company's capital base and increase flexibility regarding both the company's short-term and long-term financing. The planned activities comprise of a strategic review with attendant sales of certain assets, as well as negotiation of a bank debt for the refinancing of a bond loan in a total amount of USD 200 million which matures on January 9, 2009. This process is carried out according to plan and in PA Resources' Interim Report for the third quarter 2008 PA Resources announced that the South African bank Standard Bank was mandated to arrange the refinancing of the bond loan with a bank credit facility.
To further increase flexibility in the ongoing refinancing process, PA Resources now convenes to an Extraordinary General Meeting to be held on December 2, 2008, to address the proposal from the Board of Directors regarding the resolution to issue convertibles bonds in a maximum amount of SEK 1,164 million with preferential subscription rights for existing shareholders. More than half of the total proceeds have been secured through undertakings by existing shareholders and guarantees from other investors.
- Through a combination of an issue of convertibles, which is more than half secured, and sales of assets, we will be able to secure the financing, strengthen the company's capital base and create flexibility for the refinancing process which is currently ongoing under the mandate granted to Standard Bank, says Ulrik Jansson, President and CEO at PA Resources AB.
Extraordinary General Meeting
The Board of Directors of PA Resources has decided to convene an Extraordinary General Meeting to be held on December 2, 2008 at 1.30 pm (CET) to address the proposal from the Board of Directors regarding the resolution to issue convertibles bonds with preferential subscription rights for existing shareholders. For further information regarding the Extraordinary General Meeting reference is made to a separate notice and the company's website www.paresources.se.
Terms and conditions for the convertibles
Shareholders in PA Resources AB are offered for every two (2) shares held in the company to subscribe for one (1) convertible with a principal amount of SEK 16. The convertibles carry an annual interest rate of 11 per cent. Interest is paid on January 15 each year. The convertibles mature for payment in the nominal amount on January 15, 2014, to the extent that conversion to shares has not occurred prior thereto. Conversion to shares may be effected annually from September 1 to and including September 30 and for the first time during September 1 - September 30, 2009. The conversion price is SEK 16. At full conversion, the number of shares in the company will increase by 72,757,002 shares, corresponding to a dilution of approximately 33 per cent.
PA Resources intends to list the convertibles on the NASDAQ OMX Nordic Exchange in Stockholm.
Prospectus, application form and pre-printed issue statement will be sent to PA Resources' shareholders beginning on or about December 15, 2008.
Preliminary timetable for rights issue of convertibles
December 2, 2008: Extraordinary General Meeting
December 8, 2008: Last day to trade in PA Resources' share including subscription rights
December 9, 2008: First day to trade in PA Resources' share excluding subscription rights
December 11, 2008: Record date
December 15 - 23, 2008: Trading in subscription rights
December 15, 2008 - January 2, 2009: Subscription period
Advisors
Carnegie is financial advisor and DLA Nordic is legal advisor to PA Resources in this transaction.
Stockholm, November 17, 2008
PA Resources AB (publ)
For further information, please contact:
Bo Askvik
CFO
PA Resources AB
Mobile phone: +46 708 19 59 18
E-mail: info@paresources.se
PA Resources AB (publ) is an international oil and gas group with the business strategy to acquire, develop and exploit oil and gas reserves, as well as explore new findings. The Group operates in Tunisia, Norway, Greenland, Great Britain, Denmark, Netherlands, Equatorial Guinea and the Republic of Congo (Brazzaville). PA Resources is today one of the largest oil producers in Tunisia. The parent company is located in Stockholm, Sweden.
PA Resources AB's net sales amounted to SEK 2,794 Million during 2007. The company is primary listed on the Oslo Stock Exchange in Norway (segment OB Match) and secondary listed on the NASDAQ OMX Nordic Exchange in Stockholm, Sweden (segment Large Cap). For additional information, please visit www.paresources.se.
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