PA Resources reminds convertible bondholders that the subscription period to
participate in the offer to set-off claims according to the convertible bonds
against newly issued B shares ends on Monday 17 December 2012 at 20.00 (CET).
On 7 December 2012, the Board of Directors in PA Resources announced an offer to
the holders of the company’s convertible bond 2008/2014 to set-off their claims
according to the convertible bonds (including accrued interest as per 6 November
2012) against newly issued B-shares at a subscription price of SEK 0.15 per new
share (“the Offer”).
If your convertible bonds are registered on a VP account (securities account),
the application shall be carried out by filling in an application form that can
be downloaded on the company’s website (www.paresources.se) as well as Carnegie
Investment Bank’s website (www.carnegie.se). The application must be available
to Carnegie Investment Bank no later than 17 December 2012 at 20.00 (CET).
If your convertible bonds are registered with a bank or nominee, the application
should be submitted through the bank or the nominee. Please note that the bank
or nominee most likely requires your application prior to the end of the formal
acceptance period, for some already on 14 December 2012.
The Offer is conditional upon that the underwriting agreement that the company
has entered into with Carnegie Investment Bank is not being terminated. Carnegie
Investment Bank has, inter alia, the right to terminate the agreement should the
Offer not be accepted by holders of more than 90 percent of the outstanding
claim according to the convertible bonds. Neither the Offer nor the planned
rights issue of approximately SEK 700 million will be carried out if the
underwriting agreement with Carnegie Investment Bank is terminated.
In the event that the Offer is not completed, the Board of Directors in PA
Resources will apply for a formal corporate restructuring process. In case of a
corporate restructuring process there is a risk that the convertible bondholders
will lose their entire investment.
For complete conditions for the Offer, please refer to the prospectus that is
available on the company’s website (www.paresources.se) and Carnegie Investment
Bank’s website (www.carnegie.se).
Stockholm, 14 December 2012
PA Resource AB (publ)
For further questions, please contact:
+ 46 8 5886 9208
PA Resources AB (publ) is an international oil and gas group which conducts
exploration, development and production of oil and gas assets. The Group
operates in Tunisia, Republic of Congo (Brazzaville), Equatorial Guinea, United
Kingdom, Denmark, Greenland, the Netherlands and Germany. PA Resources has oil
production in West and North Africa. The parent company is located in Stockholm,
Sweden. In 2011, PA Resources reported sales of SEK 2,154 million. The share is
listed on NASDAQ OMX in Stockholm, Sweden (segment Mid cap). For further
information please visit www.paresources.se.
The above information has been made public in accordance with the Securities
Market Act and/or the Financial Instruments Trading Act. The information was
published at 9.15 AM CET on 14 December 2012.
IMPORTANT NOTICE
The information in this press release is not for release, publication or
distribution, directly or indirectly, in or into the United States, Australia,
Hong Kong, Canada, Japan, Switzerland, Singapore, South Africa or New Zeeland.
The distribution of this press release in certain other jurisdictions may be
restricted. The information in this press release shall not constitute an offer
to sell or the solicitation of an offer to purchase any securities in PA
Resources in any jurisdiction. This press release does not constitute, or form
part of, an offer or solicitation to purchase or subscribe for securities in the
United States. The securities referred to herein may not be offered or sold in
the United States absent registration or an exemption from registration as
provided in the U.S. Securities Act of 1933, as amended. PA Resources does not
intend to register any portion of the offering of the securities in the United
States or to conduct a public offering of the securities in the United States.
Copies of this announcement are not being distributed or sent and may not be
distributed or sent to the United States, Australia, Hong Kong, Canada, Japan,
Switzerland, Singapore, South Africa or New Zeeland.
This document has not been approved by any regulatory authority. This document
is a press release and not a prospectus and investors should not subscribe for,
or purchase any securities referred to in this document, except on the basis of
information provided in the prospectus published by PA Resources and available
on PA Resources’ website
EUROPEAN ECONOMIC AREA
PA Resources has not resolved to offer to the public securities in any Member
State of the European Economic Area other than Sweden and any other jurisdiction
into which the offering of securities may be passported. Within such Member
States of the European Economic Area other than Sweden (and any other
jurisdiction into which the offering of securities may be passported) and which
has implemented the Prospectus Directive (each, a “Relevant Member State”), no
action has been undertaken as of this date to make an offer to the public of
securities requiring a publication of a prospectus in any Relevant Member State.
As a result hereof, the securities may only be offered in Relevant Member
States: (a) to a qualified investor (as defined in the Prospectus Directive or
under applicable law); or (b) in any other circumstances, not requiring PA
Resources to publish a prospectus as provided under Article 3(2) of the
Prospectus Directive.
For the purposes hereof, the expression an “offer to the public of securities ”
in any Relevant Member State means the communication, in any form, of sufficient
information on the terms of the offer and the securities to be offered so as to
enable an investor to decide to purchase any securities, as the same may be
varied in a Relevant Member State due to the implementation of the Prospectus
Directive in that Member State and the expression “Prospectus Directive” means
Directive 2003/71/EC including any relevant implementing measure in each
Relevant Member State.
Carnegie is acting for PA Resources and no one else in connection with the Offer
and will not be responsible to anyone other than PA Resources for providing the
protections afforded to its clients or for providing advice in relation to the
Offer or any other matter referred to in this announcement.
Carnegie accepts no responsibility whatsoever and makes no representation or
warranty, express or implied, for the contents of this announcement, including
its accuracy, completeness or verification or for any other statement made or
purported to be made by Carnegie, or on its behalf, in connection with PA
Resources and the securities or the Offer, and nothing in this announcement is,
or shall be relied upon as, a promise or representation in this respect, whether
as to the past or future. Carnegie accordingly disclaims to the fullest extent
permitted by law all responsibility and liability whether relating to damages,
contract or otherwise which it might otherwise have in respect of this
announcement or any such statement.
FORWARD-LOOKING STATEMENTS
This press release may contain forward-looking statements that reflect
management’s current views with respect to future events and potential financial
performance. Although PA Resources believes that the expectations reflected in
such statements are reasonable, no assurance can be given that such expectations
will prove to have been correct. Accordingly, results can differ materially from
those set out in the forward-looking statements as a result of various factors.
You are advised to read this announcement, and the prospectus and the
information incorporated by reference therein, in their entirety for a further
discussion of the factors that could affect the PA Resources’ future performance
and the industries in which the Company operates. In light of these risks,
uncertainties and assumptions, it is possible that the events described in the
forward-looking statements in this announcement may not occur.
