Stabilisation and over-allotment notice

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| Source: Atlantic Petroleum P/F
multilang-release

Tórshavn, Faroe Islands, 2013-12-12 08:08 CET (GLOBE NEWSWIRE) -- Oslo, 12 December 2013 – Reference is made to stock exchange announcement no. 53/2013 of 10 December 2013, in which P/F Atlantic Petroleum ("Atlantic Petroleum" or the "Company") announced the successful completion of the bookbuilding period for its public offering, including the initial public offering on the Oslo Stock Exchange (the "Offering").

Carnegie AS may, on behalf of the Joint Global Coordinators for the Offering, engage in stabilisation activities of the shares of Atlantic Petroleum from today 12 December 2013 to and including 10 January 2014 (the "Stabilisation Period"). The stabilisation transactions are aimed to support the market price of the shares of Atlantic Petroleum.

In connection with the Offering, the Joint Global Coordinators have over-allotted to the applicants in the Offering 157,500 shares in the Company, which equals approximately 15% of the number of shares sold and issued in the Offering before over-allotments. In order to permit the delivery in respect of over-allotments made, the Stabilisation Manager has been granted a right, on behalf of the Joint Global Coordinators, to borrow a number of shares in the Company equal to the number of shares over-allotted from certain shareholders in the Company (the " Lending Shareholders "). For further details on the Offering, please refer to stock exchange announcement no. 53/2013 of 11 December 2013 issued by Atlantic Petroleum.

Further, the Stabilisation Manager, on behalf of the Joint Global Coordinators, has been granted an over-allotment right (the "Over-Allotment Right") by the Company which entitles the Joint Global Coordinators, at the request of the Stabilisation Manager, to subscribe up to 157,500 shares in Atlantic Petroleum at the Offer Price. The Over-Allotment Right may be exercised at any time, in whole or in part, during the Stabilisation Period, which commences on 12 December 2013 and ends on 10 January 2014. The Stabilisation Manager may close out the short position created by over-allotting shares by buying shares in the open market through stabilisation activities and/or by exercising the Over-Allotment Right.

The Stabilisation Manager (or persons acting on behalf of the Stabilisation Manager) may effect transactions that stabilise or maintain the price of the shares of Atlantic Petroleum at a level higher than that which might otherwise prevail, by buying shares in Atlantic Petroleum or associated instruments in the open market at prices equal to or lower than (but not above) the Offer Price. However, there is no obligation on the Stabilisation Manager (or any person acting on behalf of the Stabilisation Manager) to do so. Moreover, there is no assurance that the Stabilisation Manager (or persons acting on behalf of the Stabilisation Manager) will undertake stabilisation activities. If stabilisation activities are undertaken they may be stopped at any time, and must be brought to an end upon or before the expiry of the Stabilisation Period. Any stabilisation activities will only be undertaken on Oslo Børs.

Within one week after the end of the Stabilisation Period, the Stabilisation Manager and the Company will jointly publish a statement through the information system of NASDAQ OMX Copenhagen and Oslo Børs under the Company's ticker on Oslo Børs "ATLA" and on NASDAQ OMX Copenhagen "FO-ATLA" with information as to whether or not any stabilisation activities have been undertaken, including the date at which stabilisation started, the date at which stabilisation last occurred, and the price range within which stabilisation was carried out for each of the dates during which stabilisation transactions were carried out.

Any stabilisation activities will be conducted in accordance with section 3-12 of the Norwegian Securities Trading Act and Commission Regulation (EC) No. 2273/2003 implementing Directive 2003/6/EC of the European Parliament and of the Council as regards exemptions for buy-back programmes and stabilisation of financial instruments.

For further details see the prospectus dated 26 November 2013 issued by Atlantic Petroleum in connection with the Offering and the listing of its shares on the Oslo Børs.

 

For further queries, please contact:

Carnegie AS

+47 22 00 93 00

 

 

 

 

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 that is available from the Company and that will contain 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 factorswhich 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.

This information is subject to disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.