DGAP-News: Atlantic Petroleum P/F /
Atlantic Petroleum publishes Prospectus and launches Initial Public
Offering on Oslo Boers
26.11.2013 / 08:38
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UNLAWFUL.
Torshavn, Faroe Islands, 2013-11-26 08:38 CET (GLOBE NEWSWIRE) --
Reference is made to stock exchange announcement no. 44/2013 of 13th November
2013 where P/F Atlantic Petroleum ('Atlantic Petroleum' or the 'Company')
announced that the Company was contemplating an initial public offering on Oslo
Boers (the 'Offering'). The Danish Financial Supervisory Authority has today
approved the prospectus, dated 26th November 2013, that has been prepared in
connection with the offering and the listing of the Company's shares on Oslo
Boers (the 'Prospectus'). The Prospectus has been passported to Norway.
The Board of Directors of Atlantic Petroleum has today resolved to offer up to
1,575,000 new shares (the 'New Shares'), each with a nominal value of DKK 100,
with the aim of raising gross proceeds of NOK 165MM - NOK 220MM (equivalent to
approx. DKK 150MM - DKK 200MM) in the Offering to be completed in connection
with the listing on Oslo Boers. Furthermore, the Company has granted the Joint
Global Coordinators a right to overallot a number of shares up to the
equivalent of 15% of the New Shares. (in combination with the New Shares
hereafter, the 'Offer Shares.')
A non-binding indicative price range for the Offering of NOK 140 - NOK 160 (DKK
127 - DKK 145) per Offer Share has been set by the Board of Directors after
consultation with the Joint Global Coordinators (the 'Indicative Price Range').
The price per Offer Share (the 'Offer Price') will be determined through a
bookbuilding process which will be conducted in connection with the
institutional offering (as defined below). The Offer Price may be set within,
above or below the Indicative Price Range, however the Offer Price may not
exceed NOK 175 (DKK 159)
The prime reason for the Offering is the Company's ambition to accelerate its
growth by pursuing current farm-in opportunities and other exploration
opportunities, especially on the Norwegian Continental Shelf. Atlantic
Petroleum considers the Norwegian Continental Shelf to offer a number of
quality high-impact exploration opportunities, and based on the Group's recent
acquisition of Emergy Exploration (now Atlantic Petroleum Norge AS) and
establishment of a skilled organisation in Norway, Atlantic Petroleum considers
itself to be well-positioned for expanding its Norwegian footprint. The Company
is currently evaluating a number of specific farm-ins of late-stage exploration
assets in Norway, and based on a successful completion of the Offering, the
Company expects that one or more of these can be completed during the course of
2014. Additionally, the net proceeds from the Offering will increase the
robustness of the Company's balance sheet.
The Offering comprises:
1. an institutional offering,
in which the Offer Shares are being offered to (a) institutional and
professional investors in Denmark, Norway and Faroe Islands and to (b)
institutional investors outside Denmark, Norway, Faroe Islands and the
United States in reliance on Regulation S under the Securities Act and (c)
in the United States to QiBs as defined in, and in reliance on, Rule 144A
under the Securities Act, subject to applicable exemptions from the
prospectus requirements and a lower limit per application and allocation of
NOK 1,000,000 (the 'Institutional Offering'), and
2. a retail offering in which Offer Shares are being offered to the public in
Denmark, Norway and Faroe Islands subject to a lower limit per application
of NOK 10,500 and an upper limit per application of NOK 999,999 for each
investor (the 'Retail Offering')
The offer period for the Institutional Offering (the 'Bookbuilding Period')
will commence 27th November 2013 at 09:00 hours (CET) and will expire 10th
December 2013 at 16:30 hours (CET). The application period during which
applications for Offer Shares in the Retail Offering will be accepted (the
'Application Period') will commence 27th November 2013 at 09:00 hours (CET) and
will expire 10th December 2013 at 12:00 hours (CET). The Bookbuilding Period
and/or the Application Period may be shortened or extended at the Company's
sole discretion, but will in no event close earlier than 6th December 2013 at
16:30 hours (CET) or be extended beyond 17th December 2013 at 16:30 hours
(CET). Such shortening or extension will be announced through the information
systems of Oslo Boers and NASDAQ OMX Copenhagen by 09:00 hours (CET) on the day
following the last day of the then prevailing Bookbuilding Period at the
latest. A shortening or extension of the Bookbuilding Period will lead to a
similar shortening or extension of the Application Period in the Retail
Offering unless otherwise stated in connection with the extension.
Completion of the Offering is conditional upon (i) the board of directors of
Oslo Boers approving the application for listing of the Shares in an
extraordinary board meeting expected to be held on 4th December 2013 and the
satisfaction of the conditions for admission to secondary listing set by Oslo
Boers, which are expected to be that Atlantic Petroleum will have in excess of
200 shareholders registered in the VPS each holding shares with a value of more
than NOK 10,000, and (ii) the board of directors of the Company, in
consultation with the Joint Global Coordinators, following the bookbuilding
process having approved the Offer Price and the allocation of the Offer Shares
and resolved to issue the New Shares and complete the Offering. There can be no
assurance that these conditions will be satisfied. Alternatively, the Company
has applied for listing on Oslo Axess, a regulated market place operated and
owned by Oslo Boers, where the requirement described above is 100 shareholders.
As the Company has initiated delisting from NASDAQ OMX Iceland, certain
restrictions imposed by the Icelandic regulator will apply for shareholding and
subscription for Icelandic investors.
Icelandic and Norwegian regulators have accepted that the Danish take-over
regime will apply as NASDAQ OMX Copenhagen will be the primary marketplace with
effect immediately and following the admission for listing respectively.
The Prospectus is, subject to regulatory restrictions in certain jurisdictions,
available at www.abgsc.no, www.carnegie.no and www.petroleum.fo. Hard copies of
the Prospectus may also be obtained free of charge from the same date by
contacting the Company or one of the Joint Global Coordinators.
ABG Sundal Collier Norge ASA and Carnegie AS are acting as Joint Global
Coordinators and Joint Bookrunners in connection with the Offering.
About Atlantic Petroleum
Atlantic Petroleum Group currently holds 40 oil and gas licences in the UK,
Norway, Faroe Islands, Ireland and the Netherlands, and has three fields in
production in the UK part of the North Sea. In addition to this, the Group has
one field under development with first oil expected in 2015, two additional
potential development projects and a substantial number of exploration
prospects. Atlantic Petroleum participates in joint ventures with 30 reputable,
international partners. Atlantic Petroleum's main office is located in
Torshavn, Faroe Islands, and the Company has subsidiaries and technical offices
in London, UK and Bergen, Norway. Atlantic Petroleum's existing shares are
listed on NASDAQ OMX Copenhagen and NASDAQ OMX Iceland. The Company has applied
for a delisting from NASDAQ OMX Iceland, which is expected to be effective
shortly after completion of the Offering on Oslo Boers.
Disclaimers
The information contained herein shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of the securities
referred to herein in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration, exemption from registration or
qualification under the securities laws of any such jurisdiction and subject to
a prospectus being approved and made public. Investors must neither accept any
offer for, nor acquire, any securities to which this press release refers,
unless they do so on the basis of the information contained in the Prospectus
published by Atlantic Petroleum in connection with the Offering.
Copies of this press release are not being made and may not be distributed or
sent into the United States, Australia, Canada, Japan or any other jurisdiction
in which such distribution would be unlawful or would require registration or
other measures.
The securities referenced herein have not and will not be registered under the
U.S. Securities Act of 1933, as amended (the 'Securities Act'), and may not be
offered or sold in the United States absent registration or an exemption from
the registration requirements of the Securities Act. The Company does not
intend to register any part of the contemplated offering in the United States
or to conduct a public offering of securities in the United States.
Any offering of securities will be made by means of a prospectus made available
from the Company and that contains detailed information about Atlantic
Petroleum and its management, as well as financial statements. This document is
a press release and not a prospectus for the purposes of Directive 2003/71/EC
(together with any applicable implementing measures in any Member State, the
'Prospectus Directive'). Investors should not subscribe for any securities
referred to in this document except on the basis of information contained in a
prospectus.
In any EEA Member State other than Norway and Denmark that has implemented the
Prospectus Directive, this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of the
Prospectus Directive, i.e., only to investors who will be able to receive the
contemplated offer without an approved prospectus in such EEA Member State.
This communication is directed only at (i) persons who are outside the United
Kingdom or (ii) persons who have professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (the 'Order') and (iii) high net
worth entities, and other persons to whom it may lawfully be communicated,
falling within Article 49(2) of the Order (all such persons together being
referred to as 'relevant persons').
Any investment activity to which this communication relates will only be
available to and will only be engaged with, relevant persons. Any person who is
not a relevant person should not act or rely on this press release or any of
its contents.
Stabilisation/FCA
The Joint Global Coordinators and the Stabilisation Manager and their
affiliates are acting exclusively for Atlantic Petroleum and no-one else in
connection with the Offering. They will not regard any other person as their
respective clients in relation to the contemplated Offering and will not be
responsible to anyone other than Atlantic Petroleum for providing the
protections afforded to their respective clients, nor for providing advice in
relation to the Offering, the contents of this communication or any
transaction, arrangement or other matter referred to herein.
In connection with the Offering, the Joint Global Coordinators and the
Stabilisation Manager and any of their affiliates, acting as investors for
their own accounts, may purchase shares and in that capacity may retain,
purchase, sell, offer to sell or otherwise deal for their own accounts in such
shares and other securities of Atlantic Petroleum or related investments in
connection with the Offering or otherwise. Accordingly, references in the
prospectus to the shares being offered, acquired, placed or otherwise dealt in
should be read as including any offer to, acquisition, placing or dealing by,
such Joint Global Coordinators and the Stabilisation Manager and any of their
affiliates acting as investors for their own accounts. The Joint Global
Coordinators and the Stabilisation Manager do not intend to disclose the extent
of any such investment or transactions otherwise than in accordance with any
legal or regulatory obligations to do so.
This press release contains forward-looking statements. Forward-looking
statements are statements that are not historical facts and may be identified
by words such as 'believe,' 'expect,' 'anticipate,' 'intends,' 'estimate,'
'will,' 'may,' 'continue,' 'should' and similar expressions. The
forward-looking statements in this release are based upon various assumptions,
many of which are based, in turn, upon further assumptions. Although Atlantic
Petroleum believes that these assumptions were reasonable when made, these
assumptions are inherently subject to significant known and unknown risks,
uncertainties, contingencies and other important factors which are difficult or
impossible to predict and are beyond its control. Such risks, uncertainties,
contingencies and other important factors could cause actual events to differ
materially from the expectations expressed or implied in this release by such
forward-looking statements.
The information, opinions and forward-looking statements contained in this
release speak only as at its date, and are subject to change without notice
Atlantic Petroleum disclaims any obligation to update and revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.
Announcement no.47/2013
Issued 26-11-2013
P/F Atlantic Petroleum
Yviri vidh Strond 4
P.O. Box 1228
FO-110 Torshavn
Faroe Islands
Telephone +298 350 100
Fax +298 350 101
Website: www.petroleum.fo
E-mail: petroleum@petroleum.fo
News Source: NASDAQ OMX
End of Corporate News
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26.11.2013 Dissemination of a Corporate News, transmitted by DGAP - a
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Language: English
Company: Atlantic Petroleum P/F
Faeroe Islands
ISIN: FO000A0DN9X4
End of News DGAP News-Service
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241637 26.11.2013
DGAP-News: Atlantic Petroleum publishes Prospectus and launches Initial Public Offering on Oslo Boers
| Source: EQS Group AG