P/F Atlantic Petroleum - End of stabilisation period and exercise of over-allotment right

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL

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| Source: Atlantic Petroleum P/F
multilang-release

Reference is made to the stock exchange notice of 12 December 2013 regarding potential stabilisation activities in respect of the shares in P/F Atlantic Petroleum ("Atlantic Petroleum" or the "Company") in the period from 12 December 2013 to and including 10 January 2014 (the "Stabilisation Period"). Terms defined in the prospectus of 26 November 2013 shall have the same meaning in this announcement.

Carnegie AS hereby gives notice that stabilisation was undertaken in relation to the shares in Atlantic Petroleum and that Carnegie AS has purchased 136,343 shares in the Company during the Stabilisation Period. Stabilisation activities last occurred on 10 January 2014. For each of the dates during which stabilisation transactions were carried out, the price range was as follows: 

Trade date Price in NOK (high) Price in NOK (low)
12.12.2013 140.00 139.00
16.12.2013 140.00 139.00
17.12.2013 139.50 139.00
18.12.2013 139.00 138.50
19.12.2013 138.00 138.00
20.12.2013 140.00 140.00
23.12.2013 140.00 140.00
06.01.2014 140.00 139.00
10.01.2014 140.00 140.00

As a result, Carnegie AS has exercised the Over-Allotment Right to subscribe for 21,157 new shares in Atlantic Petroleum and will redeliver such new shares together with shares purchased through stabilisation transactions during the Stabilisation Period to the Lending Shareholders. 

It is hereby notified that the Stabilisation Period has ended. 

***

10 January 2014

Carnegie AS

 

Important Notice:

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 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. 

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