Tórshavn, Faroe Islands, 2016-04-05 10:33 CEST (GLOBE NEWSWIRE) -- The Annual General Meeting of P/F Atlantic Petroleum (NASDAQ OMX: ATLA DKK & Oslo Stock Exchange: ATLA NOK) is hereby called. The meeting will be held at the premises of Hotel Hafnia, Áarvegur 4-10, 100 Tórshavn, Faroe Islands.
on Friday 29th April 2016 at 10:00 AM (Faroese time)
with the following agenda:
- Election of Chairman of the Meeting.
- The Board of Directors’ statement of the Company’s activity during the previous accounting year.
- Presentation of audited Annual Accounts for approval.
3A Approval of the remuneration to the Board in 2015 and 2016.
A. Approval of the remuneration to the Board in 2015.
The Board proposes approval of the actual remuneration in 2015 of DKK 1,489,000
B. Approval of the basis for the remuneration to the Board in 2016.
The Board proposes that the basis for the remuneration to the Board in 2016 will be:
- The basic remuneration to the Board Members will be DKK 200,000
- The Chairman of the Board receives the basic remuneration x 2
- The Deputy Chairman receives the basic remuneration x 1.5
- An ordinary Board Member receives the basic remuneration x 1
- The Chairman for the Audit Committee receives the basic remuneration x 0.5 in addition to his/her general Board remuneration.
- Decision on how to use profit or cover loss according to the approved Accounts and Annual report.
The Board of Directors recommends that the result according to the approved Accounts is carried forward to next year.
The Board of Directors and Executive Management has noted that the Company's equity amounts to less than half of the Company's subscribed share capital. At the general meeting a representive on behalf of the Board of Directors will provide further details with respect to the Company's financial position – including the reasons for the capital loss and the Company's prospects – and make any proposals for actions to be taken; all in accordance with article 119 of the Faroese Companies Act.
- Election of Board of Directors.
According to the Articles of Association all Members of the Board are up for election for a period of one year, namely: David A. MacFarlane, Jan E. Evensen, Teitur Samuelsen, Jan Eiden Müller and Knud Hans Nørve.
At the general meeting, it will be proposed that item 11. II. of the agenda is dealt with and passed by the general meeting before item 5, "Election of The Board of Directors". If this is approved and if the proposal under item 11. II. is adopted such that the Board of Directors going forward shall only consist of three members, then the Board of Directors proposes to elect the following three candidates as members to the Board:
David A. MacFarlane (re-election);
Jan Eiden Müller (re-election)
Knud Hans Nørve (re-election).
The proposed candidates accepts to be elected.
More information on the proposed candidates can be found on the Company’s website www.petroleum.fo.
- Election of auditor, who will sit until the next Annual General Meeting is held.
The present auditor of the Company is P/F Januar løggilt grannskoðaravirki, Hoyvíksvegur 5, 100 Tórshavn. The Board proposes re-election of P/F Januar løggilt grannskoðaravirki, for the period to the next Annual General Meeting.
- Proposal to reduce the Share capital of the Company with the nominal value DKK 366,088,140 from the nominal value of DKK 369,786,000 to the nominal value of DKK 3,697,860 by reducing the nominal value of the individual shares of the Company to 1% of its original nominal value or from DKK 100 or multipla thereof to DKK 1 or multipla thereof.
As a consequence among other, of the capital loss, the Board of Directors of the Company proposes to reduce the share capital of the Company with the nominal value DKK 366,088,140 from the nominal value of DKK 369,786,000 to the nominal value of DKK 3,697,860. The reduction-amount will be used to cover losses according to § 188, sub-par. 1 No. 1 in the Company Act and will be executed by a reduction of the nominal value of each individual share of the Company by 99% whereby the nominal value of the individual shares of the Company is reduced from the nominal value of DKK 100 or multipla thereof to DKK 1 or multilpla thereof without making any changes in the number of issued shares.
Conditions applying to the reduction in the share capital:
- The share capital is to be reduced with the nominal value DKK 366,088,140 from the nominal value of DKK 369,786,000 to the nominal value of DKK 3,697,860.
- The reduction of the Share capital will be made at par value with a total transfer of an amount of DKK 366,088,140.
- The reduction-amount will be used to cover losses according to § 188, sub-par. 1 No. 1 in the Company Act. The transfer of the amount will be executed immediately when the reduction of the share capital is finally passed and approved by the General Meeting.
- As part of the reduction of the share capital, the nominal value of the individual shares of the Company changes from DKK 100 or multipla thereof to DKK 1 or multipla thereof.
- In § 2 sub-par. 1 first line in the Articles of Association of the Company “DKK 369,786,000” changes to “DKK 3,697,860”.
- In § 2 sub-par. 1 second line, § 3, sub-par. 2, No. 4, § 3A, sub-par. 2, No. 4 and § 5, sub-par. 1 of the Articles of Association of the Company “DKK 100” changes to “DKK 1”.
- The Company bears the costs in connection with the reduction of the share capital estimated to the amount of DKK 25,000.00.
As a consequence of the reduction of the share capital mentioned it is further decided as part of this decision to reduce the Authorisations in § 3 from DKK 300,000,000 to DKK 3,000,000 and in § 3 A from DKK 192,884,300 to DKK 1,928,843 and hereby that in § 3, sub-par. 1 changes “DKK 300,000,000” to DKK 3,000,000” and in § 3A sub-par. 1 changes “DKK 192,884,300” to “DKK 1,928,843”.
- Proposal to changes in the Articles of Association of the Company to give the Board of Directors a further authorisation to increase the Share Capital by subscription of new share capital with pre-emptive rights for the existing shareholders.
It is proposed by changes in the Articles of Association of the Company to insert this new provision as § 3C in the Articles of Association of the Company:
Ҥ 3C
Sub clause 1.
The Annual General Meeting has decided to authorize the Company’s Board of Directors in the period counting from 30th April 2016 to 29th April 2021 – in one or several rounds – to increase the Company’s share capital with up to in total DKK 150,000,000 in nominal value by subscription of new share capital. The increase of the share capital will be made with pre-emptive rights for existing shareholders. The increase of the share capital can in full or partly be made by subscription against payment in cash or fully or partially be made by subscription against payment in other values than cash, or fully or partially be made by subscription against payment by way of conversion of debt to share capital. The increase of the share capital can be effected below market value.
Sub clause 2.
For subscription of new share capital based on the authority in this clause the following conditions shall further apply:
1. The new share capital will have the same rights in the Company as the existing share capital;
2. the new shares shall be made out to a named holder and are negotiable;
3. the new shares cannot be paid in in part;
4. the new shareholders are not obliged to redeem their shares;
5. the shares have a nominal value of DKK 1 and multipla hereof;
6. in case of an oversubscription the Company’s Board of Directors is free to decide how the share capital offered for subscription – which is not subscribed as of pre-emption rights of subscription - shall be divided among those, who have subscribed.”
- Proposal to changes in the Articles of Association of the Company to give the Board of Directors a further authorisation to increase the Share Capital by subscription of new share capital without pre-emptive rights for the existing shareholders.
It is proposed by changes in the Articles of Association of the Company to insert this new provision as § 3D in the Articles of Association of the Company:
Ҥ 3D
Sub clause 1.
The Annual General Meeting has decided to authorize the Company’s Board of Directors in the period counting from 30th April 2016 to 29th April 2021 – in one or several rounds – to increase the Company’s share capital with up to in total DKK 150,000,000 in nominal value by subscription of new share capital. The increase of the share capital will be made without pre-emptive rights for existing shareholders. The increase of the share capital can in full or partly be made by subscription against payment in cash or fully or partially be made by subscription against payment in other values than cash, or fully or partially be made by subscription against payment by way of conversion of debt to share capital. The increase of the share capital cannot be effected below market value.
Sub clause 2.
For subscription of new share capital based on authority in this clause the following conditions shall further apply:
1. The new share capital will have the same rights in the Company as the existing share capital;
2. the new shares shall be made out to a named holder and are negotiable;
3. the new shares cannot be paid in in part;
4. the new shareholders are not obliged to redeem their shares;
5. the shares have a nominal value of DKK 1 and multipla hereof;
6. in case of an oversubscription the Company’s Board of Directors is free to decide how the share capital offered for subscription shall be divided among those, who have subscribed.
- Proposal to changes the Articles of Association of the Company to give the Board of Directors authorisation to issue convertible bonds.
It is proposed by changes in the Articles of Association of the Company to insert this new provision as § 3E in the Articles of Association of the Company:
Ҥ 3E
"Sub-clause 1.
The Annual General Meeting has decided to authorize the Company’s Board of Directors in the period counting from 30th April 2016 to 29th April 2021 – in one or several rounds – to take up loans with up to in total DKK 200,000,000 against issue of convertible bonds giving the right to subscribe shares in the Company. The issue of the convertible bonds according to this authorization will be made without pre-emptive rights for existing shareholders. The loans shall be paid in in cash. The Board of Directors will lay down the specific terms of the convertible bonds issued in accordance with this authorisation.
Sub-clause 2.
The Board of Directors is authorised during the period 30 April 2016 to 29 April 2021 to increase one or several times the share capital in connection with conversion of the convertible bonds by up to nominal DKK 200,000,000 by converting of the convertible bonds and on such other terms as laid down by the Board of Directors. The Company's existing shareholders shall not have preemptive rights to subscribe the shares issued upon conversion of the convertible notes.
Sub-clause 3.
For subscription of new share capital based on authority in this clause the following conditions shall further apply:
1. The new share capital will have the same rights in the Company as the existing share capital;
2. the new shares shall be made out to a named holder and are negotiable;
3. the new shares cannot be paid in in part;
4. the new shareholders are not obliged to redeem their shares;
5. the shares have a nominal value of DKK 1 and multipla hereof;
- Changes in the Company’s Articles of Association.
- Extend the wording of the objectives of the Company in clause 1, 3 section in the Articles of Association by this supplement:
“The objective of the Company is also to run business within the field of real estate, including – but not limited to – own, rent, lease out, buy, sell and run business within real estate and other related trades and businesses. The Company can own shares in other Companies and conduct its businesses through subsidiaries”
and the total wording of the objectives of the Company in clause 1, 3 section in the Articles of Association is thereafter this:
“The Company’s objective is to run business in the field of hydrocarbon production and other related trades and businesses. The objective of the Company is also to run business within the field of real estate, including – but not limited to – own, rent, lease out, buy, sell and run business within real estate and other related trades and businesses. The Company can own shares in other Companies and conduct its businesses through subsidiaries”.
II. Change of § 16, 1. section and § 18, 1 section, 1 line in the Articles of Association of the Company:
§ 16, 1. section is changes to this content: “The company’s Board of Directors has 3 members” and in § 18, 1. section, 1 line the number “3” is changed to “2”.
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Quorum.
In order to pass the provisions for changes in the Articles of Association under item 7 to 11 above the Faroese Companies Act § 106 sub clause 1 stipulates that at least 2/3 of both the votes casted and of the shareholder capital represented at the General Meeting give their votes to the separate proposed changes of the Articles of Association.
Other proposals on the agenda for the meeting can be adopted by majority vote.
Requisition of admission card, voting paper and the voting procedure.
The shareholder’s right to participate at the General Meeting and to vote according to his/her shares will be according to the number of shares which the shareholder owns at the register date. The register date is Friday 22nd April 2016.
A shareholder, his/her proxy and the press can participate at the General Meeting on the condition that he/she has given notice to the Company hereof at the latest by Monday 25th April 2016 via the website of the Company www.petroleum.fo or at the office of the Company, Yviri við Strond 4, Ground floor, PO Box 1228, 110 Tórshavn, or on telephone no. +298 550 100 or on the email address ben.arabo@petroleum.fo
If a shareholder cannot participate in the General Meeting he/she can in writing give a written proxy to a third person to represent him/her at the meeting. Proxy – forms to be used for this purpose are available on the website of the Company www.petroleum.fo and at the office of the Company, Yviri við Strond 4, ground floor, 110 Tórshavn. Shareholders with access to the Investor Portal through the Company’s website can give their proxy instructions via this portal.
The voting – except the voting by letter ballot - will be executed at the General Meeting. The shareholder (or his/her proxy) who have in due time given notice that he/she wishes to attend the Annual General Meeting, will meet at the General Meeting and cast their votes. Admission cards and voting papers will be handed out at General Meeting entrance.
Letter ballot.
The shareholders can vote by letter ballot – that is cast their votes in writing prior to the day of the Annual General Meeting. On the Company’s website www.petroleum.fo shareholders can download a letter ballot form. Letter ballot must be received at the Company’s premises, Yviri við Strond 4, ground floor, PO Box 1228, 110 Tórshavn or on the email address ben.arabo@petroleum.fo at the latest Thursday 28th April 2016.
The shareholder’s right to bring forward questions.
Shareholders can, prior to the General Meeting, bring forward to the Board/Management of the Company questions regarding matters that have relevance to the 2015 Annual Report and to the Company’s general position or are regarding the decisions that are to be made at the General Meeting. If a shareholder wishes to use this right he/she can send his question in a letter to P/F Atlantic Petroleum, Yviri við Strond 4, ground floor, PO Box 1228, 110 Tórshavn, or to the email address ben.arabo@petroleum.fo .
At the General Meeting shareholders can also bring forward questions to the Board/Management of the Company regarding the mentioned matters.
Documents for the General Meeting, including the 2015 Annual Accounts and agenda with the complete proposals.
Documents relevant for the General Meeting, including (1) the 2015 Annual Accounts with the Auditor’s Report and Annual Report (2) agenda, (3) complete proposals for the General Meeting (4) information on the Company’s total number of shares and votes at the day of the summons and (5) proxy documents and letter ballot form are available at the Company’s office at the address, Yviri við Strond 4, ground floor, PO Box 1228, 110 Tórshavn (tel no. +298 550 100) at the latest 3 weeks prior to the General Meeting. The mentioned documents will also be available on the Company’s website www.petroleum.fo.
Share capital, voting rights and financial institute holding accounts on behalf of the Company.
The share capital of the Company is DKK 369,786,000 divided into shares of DKK 100 or multipla hereof. According to § 5 sub clause 1 of the Articles of Association of the Company, each shareholder has one vote for each DKK 100 they hold in share capital.
Number of shares is: 3,697,860 and number of votes is: 3,697,860.
The Company has appointed P/F Eik Banki as holder of accounts. Shareholders can contact this financial institute at Yviri við Strond 2, 100 Tórshavn or on the website www.eik.fo or on telephone no. +298 348 000 to exercise their financial rights in the Company.
Tórshavn 5th April 2016
P/F Atlantic Petroleum
The Board of Directors
Atlantic Petroleum in brief:
Atlantic Petroleum is a full cycle exploration and production (E&P) Group focused on North West Europe. Atlantic Petroleum participates in joint ventures with 30 reputable, international partners. Atlantic Petroleum P/F is based in Tórshavn, Faroe Islands, and the Company has subsidiaries and offices in London, UK and Bergen, Norway. Atlantic Petroleum’s existing shares are listed on NASDAQ OMX Copenhagen and on Oslo Stock Exchange.
Further Details:
Further details can be obtained from Ben Arabo, CEO, tel +298 550100 (ben.arabo@petroleum.fo). This announcement will be available, together with other information about Atlantic Petroleum, on the Company's website: www.petroleum.fo.
On the website, it is also possible to sign up for the Company’s e-mail newsletter.
Announcement no.08/2016
Issued 05-04-2016
P/F Atlantic Petroleum
Yviri við Strond 4
P.O. Box 1228
FO-110 Tórshavn
Faroe Islands
Telephone +44 208 834 1045
Fax +44 208 834 1125
Website: www.petroleum.fo
E-mail: petroleum@petroleum.fo