The shareholders of Shelton Petroleum AB (publ) (hereinafter the
“Company”) are hereby given notice to attend the Extraordinary General
Meeting to be held at 10.00 a.m. CET on Monday, 9 November 2015, at
Hotel Scandic Anglais, Humlegårdsgatan 23 in Stockholm.
Notification and right to participate
The right to participate at the general meeting vests in a person who:
is registered as a shareholder in the share register maintained by
Euroclear Sweden AB regarding circumstances pertaining on 3 November
2015; and not later than 3 November 2015 notifies the Company of their
intention to participate at the general meeting.
Notice of participation may be given by post to Shelton Petroleum AB
(publ), Hovslagargatan 5B, 111 48 Stockholm or by e-mail to
gunnar.danielsson@sheltonpetroleum.com. The notification should state
the name, personal ID or registration number, address, daytime telephone
number and shareholding of the shareholder. Authorisation documents such
as power of attorney and registration certificates should, where
appropriate, be submitted to the Company prior to the general meeting.
Shareholders who wish to be accompanied by one or two assistants may
give notice thereof within the time and in the manner applicable to
shareholders. A power of attorney form is available on
www.sheltonpetroleum.com.
Shareholders with nominee-registered shares must, in order to be
entitled to participate at the general meeting, request that the nominee
effects a temporary re-registration (voting right registration) of the
shares in ample time prior to 3 November 2015.
Proposed agenda
1. Opening of the general meeting
2. Election of a chairman of the general meeting
3. Preparation and approval of the voting register
4. Election of one or two persons to attest the minutes
5. Determination of whether the general meeting has been duly convened
6. Approval of the agenda
7. Resolution regarding an agreement between the Company and Petrogrand
AB (publ): (A) Approval of agreement between the Company and
Petrogrand AB (publ) (B) Resolution regarding a distribution of all
of the shares in a wholly-owned subsidiary (NewCo) (C) Resolution
regarding an issue of new shares of series B for non-cash
consideration and an amendment of the articles of association,
including changing the name of the Company. (D) Resolution
regarding a reduction of the share capital with retirement of shares
and an increase of the share capital by way of bonus issue
8. Election of Board of Directors
9. Closure of the general meeting
Chairman of the general meeting (item 2)
It is proposed that the lawyer Carl Westerberg, be elected to chair the
general meeting.
Resolution regarding an agreement between the Company and Petrogrand AB
(publ) (item 7)
(A) The Board’s resolution proposal regarding agreement between the
Company and Petrogrand, etc.
The Company has concluded an agreement with Petrogrand. Petrogrand is
one of the Company’s largest shareholders, currently holding 4,700,000
shares, which represents about 25% of the shares and about 18% of the
votes in the Company (the “Initial Shelton Shares”). The Company is the
largest shareholder in Petrogrand, currently holding 11,585,308 shares,
representing about 29% of the shares and votes in Petrogrand (the
“Petrogrand Shares”).
In summary, the agreement provides that the Company and Petrogrand will
enter into a series of transactions for the purposes of dissolving the
cross-ownership between the Company and Petrogrand, and combining the
Company’s and Petrogrand’s Russian assets (the “Transaction”), whereby a
“New Shelton” will be formed for the purposes of creating value for all
shareholders in both the Company and Petrogrand.
The Transaction comprises two main transaction steps:
* Transaction Step 1: The Company transfers all of its Ukrainian oil
assets to a newly established wholly-owned subsidiary (a Swedish
limited company) of the Company (“NewCo”). The Company’s Ukrainian oil
assets comprise primarily a 45% ownership (through wholly-owned
subsidiaries) in Kashtan Petroleum, the operator and owner of the
Lelyaki licence. As soon as reasonably practicable thereafter, the
Company distributes all of its shares in NewCo to its shareholders. As
Petrogrand is a shareholder in the Company, Petrogrand will become a
shareholder in NewCo in connection with the distribution of the shares
in NewCo. The intention is that NewCo will assume the Company’s
current name “Shelton Petroleum” and that the shareholders in NewCo
will be offered liquidity in the shares through a listing on a market
place.
* Transaction Step 2: As soon as reasonably practicable after completion
of Transaction Step 1, the Company acquires all of the shares
(“Sonoyta Shares”) in Sonoyta Ltd (“Sonoyta”), a Cypriot holding
company holding (i) USD 4 million in cash and (ii) 49 % of the shares
in Ripiano Holdings Ltd (“Ripiano”), which in turn holds (among other
things) certain Russian oil assets comprised of three oil licences in
Komi, from Petrogrand for a total consideration of 17,500,000 newly
issued shares of series B in the Company (the “Additional Shelton
Shares”), which (based on the closing price of the Shelton Petroleum
share on 6 October 2015) corresponds to a total consideration of
SEK 124,250,000 for the Sonoyta Shares. Petrogrand will as soon as
reasonably practicable thereafter distribute all of the Initial
Shelton Shares and Additional Shelton Shares to its shareholders. The
Initial Shelton Shares and the Additional Shelton Shares will amount
to, and Petrogrand will therefore until the shares have been
distributed be owner of, a total of 22,200,000 shares of series B,
representing about 61% of the shares and about 52% of the votes in the
Company after the Company’s acquisition of the Sonoyta Shares. To that
end, Petrogrand has applied for, and the Swedish Securities Council
has granted (subject to certain conditions), an exemption from the
Swedish mandatory bid requirements. As the Company is a shareholder in
Petrogrand, the Company will receive Initial Shelton Shares and
Additional Shelton Shares in connection with the distribution of these
shares, which are proposed to be retired through a reduction of the
Company’s share capital.
After the completion of Transaction Step 2, Dmitry Zubatyuk (member of
the Company’s Board and Petrogrand’s CEO) will assume the position as
the Company’s CEO.
The Board is of the opinion that Transaction Step 2 involves such
related party transactions that are covered by the Swedish Securities
Council’s (Aktiemarknadsnämnden) statement in AMN 2012:05. The Board
will therefore in accordance with the Swedish Securities Council’s
statement in AMN 2012:05 prepare a statement and obtain a fairness
opinion regarding the fairness of Transaction Step 2, from a financial
point of view, for the Company’s shareholders. These documents, together
with the Company’s agreement with Petrogrand, will be available on the
Company’s website (www.sheltonpetroleum.com) no later than three weeks
before the general meeting.
Against the background described above, the Board proposes that the
general meeting approves the Transaction, and authorises the Board and
the senior management to, as soon as reasonably practicable, effectuate
the Transaction.
(B) The Board’s resolution proposal regarding a distribution of all of
the shares in NewCo
As a result of the Transaction, the Board proposes that all of the
shares in the wholly-owned subsidiary NewCo shall be distributed as a
dividend. One share of series B in the Company shall entitle to one
share in NewCo of series B (equivalent to a book value of SEK 5.20 per
share) and that one share of series A in the Company shall entitle to
one share in NewCo of series A (equivalent to a book value of SEK 5.20
per share). Accordingly, the distribution corresponds to a total book
value of approximately SEK 97 million.
Furthermore, the Board proposes that the general meeting shall authorise
the Board of Directors to set the record day for the dividend, provided,
however, that the record day shall not be set later than the day before
the next annual general meeting.
The CEO, or the person that is appointed by the CEO, is authorised to
make such minor adjustments to the resolution as may be required in
connection with the registration with the Swedish Companies Registration
Office, Euroclear Sweden AB or other formal requirements.
Distributable funds pursuant to Chapter 17, Section 3 of the Swedish
Companies Act
According to the Company’s last adopted balance sheet, showing the
Company’s financial position as at 31 December 2014, the unappropriated
earnings at the disposal of the annual general meeting were SEK
256,761,202. After the mentioned balance sheet date, no distributions
have been declared and there has not been any change in the restricted
equity. Accordingly, the unappropriated earnings at the disposal of the
extraordinary general meeting are SEK 256,761,202.
(C) The Board’s resolution proposal regarding an issue of new shares of
series B for non-cash consideration and an amendment of the articles of
association
As a result of the Transaction, the Board proposes that the general
meeting resolves on an increase of the Company’s share capital of not
more than SEK 87,500,000 by way of an issue of not more than 17,500,000
new shares of series B on the following terms:
* the right to subscribe for the issued shares shall be vested solely in
Petrogrand;
* payment for the subscribed shares shall be made by Petrogrand
contributing 1 share in Sonoyta per each 10,294 shares of series B in
the Company, which at a subscription of 17,500,000 shares of series B
represents all 1,700 shares in Sonoyta;
* Petrogrand shall subscribe for the new shares on a separate
subscription list no later than 31 December 2015. The Board shall have
the right to extend the subscription period;
* Petrogrand shall pay for the subscribed shares no later than 31
December 2015. The Board shall have the right to extend the payment
period; and
* the new shares carry the right to dividends for the first time on the
first record day for dividends occurring after the registration of the
issue of new shares with the Swedish Companies Registration Office and
the entry of the new shares in the share register maintained by
Euroclear Sweden AB.
The proposed issue of new shares (assuming subscription in full) will
increase the Company’s share capital from SEK 93,306,235 to
SEK 180,806,235 and increase the number of outstanding shares from
18,661,247 (divided among 761,900 shares of series A and 17,899,347
shares of series B) to 36,161,247 shares (divided among 761,900 shares
of series A and 35,399,347 shares of series B), corresponding to a
dilution of 94% in relation to the current number of shares and 69% in
relation to the current number of votes, and 48% in relation to the
number of shares and 41% in relation to the number of votes after full
dilution (calculated as the number of new shares and votes in relation
to the number of current together with the number of new shares and
votes).
The above issue of new shares of series B requires an amendment of the
Company’s articles of association. Accordingly, the Board proposes that
the share capital limits and the limits on the number of shares in the
Company’s articles of association are amended in accordance with the
following.
| | Current articles of association | Proposed articles of association |
| Minimum share capital | 38,000,000 | 58,500,000 |
| Maximum share capital | 152,000,000 | 234,000,000 |
| Minimum number of shares | 7,600,000 | 9,750,000 |
| Maximum number of shares | 30,400,000 | 39,000,000 |
As the intention is that NewCo shall assume the name “Shelton
Petroleum”, it is further proposed that the articles of association is
changed as regards the Company’s name. The proposed name will be
presented in the Board’s complete resolution proposals.
The CEO, or the person that is appointed by the CEO, is authorised to
make such minor adjustments to the resolution as may be required in
connection with the registration with the Swedish Companies Registration
Office, Euroclear Sweden AB or other formal requirements.
(D) The Board’s resolution proposal regarding a reduction of the share
capital with retirement of shares and an increase of the share capital
through a bonus issue
As the Company holds shares in Petrogrand, the Company will receive
6,387,386 own shares of series B in connection with Petrogrand’s
distribution of the Initial Shelton Shares and the Additional Shelton
Shares (the distribution constitutes a part of Transaction Step 2 as
described above).
Against this background, the Board proposes that the general meeting
resolves that the Company’s share capital shall be reduced with not more
than SEK 31,936,931 through a retirement of not more than 6,387,386 own
shares of series B in the Company for allocation to non-restricted
equity. The reduction shall be effectuated as soon as reasonably
practicable after the Company has received the own shares from
Petrogrand.
The Board also proposes that the general meeting resolves that the
Company’s share capital shall be increased with not more than SEK
31,936,931 through a redistribution of not more than SEK 31,936,931 from
the Company’s non-restricted equity. No new shares shall be issued in
connection with the increase of the share capital.
The Board’s statement pursuant to Chapter 20, Section 13 paragraph 4 of
the Swedish Companies Act
The reduction of the share capital can be accomplished without obtaining
the Swedish Companies Registration Office or a general court’s consent,
as the Company will accomplish an increase of the share capital by way
of bonus issue at the same time, resulting in that neither the Company’s
restricted equity nor the share capital will be reduced.
The CEO, or the person that is appointed by the CEO, is authorised to
make such minor adjustments to the resolution as may be required in
connection with the registration with the Swedish Companies Registration
Office, Euroclear Sweden AB or other formal requirements.
Election of Board of Directors (item 8)
As a result of the Transaction and the creation of a “New Shelton”, the
following is proposed.
* The Board shall consist of five ordinary members.
* The Board shall consist of the ordinary members Björn Lindström,
Dmitry Zubatyuk, Sven-Erik Zachrisson, David Sturt and Hans Berggren.
Björn Lindström shall be the chairman of the Board.
* The new Board shall assume its office as soon as the ownership of the
Sonoyta Shares has been effectively transferred to the Company.
* If Petrogrand has not effectuated the distribution of all Initial
Shelton Shares and Additional Shelton Shares on or before 31 December
2015 (a) all these ordinary members of the Board shall immediately be
dismissed, (b) the Board shall instead consist of seven ordinary
members with Björn Lindström, Hans Berggren, Peter Geijerman, Zenon
Potoczny, Katre Saard, Cheddi Liljeström and Dmitry Zubatyuk as the
ordinary members and (c) Björn Lindström shall be the chairman of the
Board.
The following is further proposed.
* The chairman of the Board shall receive an annual remuneration of SEK
200,000 and the other members of the Board, not employed by the
Company, shall receive SEK 100,000.
* An annual remuneration shall be paid with SEK 50,000 for committee
work to the chairman of the audit committee.
Majority requirements and conditions
The Board proposes that the proposed resolutions in item 7 and 8 are
conditional upon each other and also upon that an extraordinary general
meeting in Petrogrand (planned to take place on the same day as the
general meeting) approves Transaction Step 2 and the Company’s agreement
with Petrogrand. In addition, the proposed resolutions in item 7 shall
be approved as one resolution. Under the Swedish Companies Act, the
resolution regarding item 7 therefore requires approval by shareholders
representing at least two thirds (2/3) of both the votes cast as well as
the shares represented at the general meeting. In addition and as
follows from the Swedish Securities Council’s statement in AMN 2012:05,
such resolution requires approval by simple majority whereby the shares
held by Petrogrand shall be disregarded.
Documents
The Board’s complete proposed resolutions in accordance with item 7 and
8 above, the documents mentioned in item 7(A) and documents pursuant to
the Swedish Companies Act, will be made available no later than three
weeks before the general meeting at the Company’s office (addresses
above) and will be sent free-of-charge to shareholders who so request
and provide their mailing address. The documents will also be made
available no later than three weeks before the general meeting on the
Company’s website (www.sheltonpetroleum.com). The documents will also be
available at the general meeting.
Miscellaneous
The Company currently has 18,661,247 shares registered with the Swedish
Companies Registration Office (Sw. Bolagsverket), of which 761,900 are
shares of series A (10 votes/share) and 17,899,347 are shares of series
B (1 vote/share). The number of voting rights amount to 25,518,347.
If requested by a shareholder and provided that the Board deems that it
can take place without causing material damage to the Company, the Board
and the CEO shall provide information about circumstances that may
affect the assessment of an item on the agenda or the Company’s and the
Company’s subsidiaries financial situation (and the Company’s
relationship with another company within the Group.
Stockholm, October 2015
Shelton Petroleum AB (publ)
The Board of Directors
For more information, please contact:
Robert Karlsson, CEO, Shelton Petroleum, tel +46 709 565 141
robert.karlsson@sheltonpetroleum.com
www.sheltonpetroleum.com
The information provided herein is such that Shelton Petroleum AB is
obligated to disclose it pursuant to the Securities Markets Act
(2007:528) and/or the Financial Instruments Trading Act (1991:980). The
information was submitted for publication at 8.00 a.m. CET on 7 October
2015.
About Shelton Petroleum
Shelton Petroleum is a Swedish company focused on exploring and
developing concessions in Russia and Ukraine. In Russia, the company
holds licenses in the Volga-Urals area in Bashkiria and has commenced
production on the Rustamovskoye field after a successful exploration
program. In Ukraine, Shelton Petroleum’s wholly owned subsidiary has a
joint venture with Ukrnafta and Chornomornaftogaz. Shelton Petroleum oil
and gas 2P reserves amount to 34 million barrels. The company’s share is
traded on Nasdaq Stockholm under the symbol SHEL B.
Notice to Extraordinary General Meeting of shareholders in Shelton Petroleum AB (publ)
| Source: Shelton Petroleum AB