At the extraordinary general meeting held earlier today in Shelton
Petroleum AB the shareholders approved the agreement between Shelton
Petroleum and Petrogrand AB which will combine the Russian oil and gas
assets of the companies and dissolve the cross ownership. The agreement
is available on the company’s website.
At the extraordinary general meeting the shareholders unanimously
resolved to approve the agreement between Shelton Petroleum and
Petrogrand. The agreement is also subject to approval at an
extraordinary general meeting in Petrogrand on 9 November 2015. The
resolutions made at the general meeting, and which are a part of the
agreement, were:
1\. Distribution of Shelton Petroleum’s Ukrainian operations
Shelton Petroleum will transfer its Ukrainian operations to a newly
established company, “NewCo”, which will be distributed to the
shareholders of Shelton Petroleum. One share of series A and one share
of series B respectively in Shelton Petroleum will entitle to one share
of series A and one share of series B respectively in NewCo. The general
meeting approved the distribution and gave a mandate to the Board of
Directors to determine the record date for the distribution. The record
date shall however not be later than the day before the next annual
general meeting.
2\. Acquisition of the shares in Sonoyta Ltd by way of directed share
issue of series B
Shelton Petroleum shall acquire Sonoyta Ltd for a total consideration of
17,500,000 newly issued shares of series B in Shelton Petroleum to
Petrogrand. Sonoyta Ltd is a Cypriotic holding company holding (i) cash
of USD 4 million and (ii) 49% of the shares in Ripiano Holdings Ltd
which in turn holds certain Russian oil assets in Komi in Russia. The
right to subscribe for the new shares shall be vested in Petrogrand
solely. Petrogrand shall subscribe and pay for the new shares no later
than 31 December 2015. The Board of Directors shall have the right to
extend the subscription and payment period. The general meeting approved
the issue of shares for a non-cash consideration.
The issue of new shares (assuming subscription in full) will increase
Shelton Petroleum’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).
Since the issue of shares above requires an amendment of the articles of
association of Shelton Petroleum the general meeting resolved to approve
a change of the share capital and number of shares thresholds so that
the minimum and maximum share capital shall be SEK 58,500,000 and SEK
234,000,000, respectively, and the minimum and maximum number of shares
shall be 9,750,000 and 39,000,000, respectively.
In addition, as the intention is that the name Shelton Petroleum will
remain with the Ukrainian operations (see item 1 above) the general
meeting resolved to approve to amend the articles of association so that
the name of the company shall be Petrosibir AB (publ).
3\. A reduction of the share capital with retirement of shares and an
increase of the share capital through a bonus issue
In the agreement between the companies Petrogrand has undertaken to
distribute all of its shares in Shelton Petroleum to its shareholders.
Shelton Petroleum will in relation to the distribution receive 6,387,386
shares of series B in Shelton Petroleum. The general meeting approved
that the share capital should be reduced by not more than SEK 31,936,931
by retiring not more than 6,387,386 shares of series B for allocation to
non-restricted equity. The general meeting also approved to increase the
share capital with not more than SEK 31,936,931 by re-distribution of
not more than SEK 31,936,931 from non-restricted equity. The increase of
share capital shall be done without issuing new shares.
4\. Election of Board of Directors
As a part of the execution of the transaction and the creation of a “New
Shelton” the general meeting resolved that the Board of Directors shall
consist of five ordinary members: Björn Lindström, Dmitry Zubatyuk,
Sven-Erik Zachrisson, David Sturt and Hans Berggren. Björn Lindström
shall be the chairman of the Board. 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. The new Board shall assume its
office as soon as the ownership of Sonoyta Ltd (see item 2 above) has
been effectively transferred to Shelton Petroleum. If Petrogrand has not
effectuated the distribution of all its shares in Shelton Petroleum (see
item 3 above) on or before 31 December 2015 the Board of Directors
appointed above shall be immediately dismissed and the current board be
reinstated.
The minutes of the annual general meeting will be made available on the
company’s website, www.sheltonpetroleum.com.
For more information, please contact:
Robert Karlsson, CEO, Shelton Petroleum,
tel +46 709 565 141
robert.karlsson@sheltonpetroleum.com
www.sheltonpetroleum.com
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.
The information provided herein is such that Shelton Petroleum AB is
obligated to disclose it pursuant to the Securities Markets Act and/or
the Financial Instruments Trading Act. The information was submitted for
publication at 12:15 CET on 9 November 2015.
This is an English translation of the Swedish original. In case of
discrepancies, the Swedish original shall prevail.
