APCL - Fusjonen er klar - Petronor E&P Transaction Completion

FkL
APCL 30.08.2019 kl 18:08 23493

Petronor E&P Transaction Completion

Reference is made to the extended stock exchange announcement released on 19 March 2019 by African Petroleum Corporation Limited ("African Petroleum" or the "Company") (OSE ticker: APCL), regarding the agreement to combine with PetroNor E&P Ltd ("PetroNor") against the issuance of approximately 816 million consideration shares in African Petroleum (the "Transaction"), and the subsequent announcements released on 30 May 2019, 30 June 2019 and 23 August 2019.

Closing of Transaction
African Petroleum is pleased to announce that the Transaction has now completed, and that the Company has acquired 100% of the shares in PetroNor, against consideration in the form of 816,198,842 new shares in the Company (the "Consideration Shares") which have been irrevocably instructed to be issued to NOR Energy AS ("Nor Energy") and Petromal – Sole Proprietorship LLC ("Petromal"). The Company's new issued and outstanding share capital will, upon issuance of the Consideration Shares, be 971,665,288, consisting of 971,665,288 shares of no par value. The Consideration Shares are expected to be issued in the Company's local share register in Australia on 2 September 2019 and will be registered with the VPS in the form of depositary receipts and tradable on Oslo Axess as soon as possible thereafter. A separate announcement will be made when registration in the VPS has occurred.

The Consideration Shares to be received by Petromal are subject to a six months lock-up. As further detailed in the Exempted Document (as defined below), Nor Energy also undertook a six months lock-up to the benefit of the Company, but has later been released from its undertaking, due to a separate agreement with the Company whereby NOR Energy has agreed to provide a liquidity facility to the Company.

Corporate changes
As approved by the general meeting of the Company held on 24 April 2019 (the "GM"), conditional on completion of the Transaction, the following changes have also taken effect:
• The Company has made changes to its Board of Directors. The new Board of Directors consists of the following members: Mr. Eyas Alhomouz (Chairman), Dr. David King, Mr. Jens Pace, Mr. Stephen West, Mr. Bjarne Moe, Mr. Timothy Turner, Mr. Joseph Iskander and Mr. Knut Søvold;
• The Company has made changes to its executive management. The new management consists of the following persons: Mr. Jens Pace (CEO), Mr. Stephen West (CFO), Mr. Michael Barrett (Exploration Director), Mr. Knut Søvold (COO), Mr. Gerhard Ludvigsen (Business Development Manager) and Mr. Claus Frimann-Dahl (Chief Technical Officer);
• 155,466,446 warrants have been irrevocably instructed to be issued to existing shareholders of the Company as at the date of the GM, as reflected with the VPS on 26 April 2019 (the "Record Date"). A separate announcement will be made when the warrants have been delivered in the VPS;
• 8,513,848 warrants have been irrevocably instructed to be issued to existing optionholders as at 19 March 2019 in consideration for cancellation of existing share options; and
• 155,466,446 warrants have been irrevocably instructed to be issued to NOR Energy and Petromal.

The Company is in the process of effecting the registration of the name change to PetroNor E&P Limited, and a separate announcement, including announcement of the new OSE ticker will be made once the registration is completed.

Publication of Exempted Document
Pursuant to section 1 (5) (e), of the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, as implemented by the Norwegian Securities Trading Act section 7-1, the Company has prepared an exempted document for the admission to trading of the Consideration Shares (the "Exempted Document"). The Exempted Document does not constitute a Prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, therefore it was not subject to scrutiny and approval by the relevant competent authority as set out in Article 20 of the Regulation 2017/1129. The Exempted Document is available at the Company's website www.africanpetroleum.com.au.

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

******

For further information, please contact:
Jens Pace, Chief Executive Officer
Stephen West, Chief Financial Officer
Tel: +44 20 3655 7810

Media Contacts:
Buchanan
Ben Romney/Chris Judd
Tel: +44 207 466 5000

https://newsweb.oslobors.no/message/484279
Redigert 21.01.2021 kl 08:24 Du må logge inn for å svare
tuja
30.08.2019 kl 18:39 9307

Nydelig. Nå tenker jeg det kommer flere godmeldinger på rekke og rad. God helg, folkens. Dette var stas.

:)
Slettet bruker
30.08.2019 kl 18:38 9312

Blir det forlik, og gode tall, så vil kanskje et hus ta dekning. Da blir det morro.
Redigert 30.08.2019 kl 18:39 Du må logge inn for å svare
FkL
30.08.2019 kl 18:34 9336

Det var godt å endelig få det på plass. Nytt navn, ny ticker og warrants kommer nå på løpende bånd. Det er også gjort endringer der Nor Energy’s aksjer ikke har lockup, samt endringer i ledelsen.
Slettet bruker
30.08.2019 kl 18:28 9370

Og innen fristen, også. Endelig!
Møre75
30.08.2019 kl 18:22 9412

Skal bli gøy å se hva kursen åpner på mandag
thief
30.08.2019 kl 18:18 9441

Jaaaaaaada,DEILIG🙂💰Ser ut til at de overholder fristene sine nå!! Da begynner virkelig morroa, FORLIK neste😉👍Nå er det ingen hindringer lenger, endelig begynner vi!
Sjøkaptein
30.08.2019 kl 18:12 9448

God jul og godtnyttår alle APCLere :)
FkL
30.08.2019 kl 18:11 9453

Disclosure of Large Shareholding and Allocation to Primary Insiders

Reference is made to the announcement released by African Petroleum Corporation Limited ("African Petroleum" or the "Company") (OSE ticker: APCL) today, regarding completion of the agreement to combine with PetroNor E&P Ltd ("PetroNor") against the issuance of approximately 816 million consideration shares in African Petroleum (the "Transaction").

Shares and warrants to be received by primary insiders
• Mr. Knut Søvold (Board member and COO) will hold, indirectly through NOR Energy AS (“NOR Energy”), 222,118,798 shares (equal to 22.8596% of the total number of issued shares) and 52,081,259 warrants in the Company;
• Mr. Gerhard Ludvigsen (Business Development Manager) will hold, indirectly through NOR Energy, 222,118,798 shares (equal to 22.8596% of the total number of issued shares) and 52,081,259 warrants in the Company;
• Mr. Jens Pace (Board member and CEO) will hold 1,498,938 shares (equal to 0.1542% of the total number of issued shares) and 3,919,710 warrants in the Company;
• Mr. Stephen West (Board member and CFO) will hold, indirectly through Cresthaven Investments Pty Ltd, 1,377,544 shares (equal to 0.1417% of the total number of issued shares) and 3,761,892 warrants in the Company;
• Dr. David King (Board member) will hold 30,000 shares (equal to 0.0031% of the total number of issued shares) and 615,536 warrants in the Company;
• Mr. Bjarne Moe (Board member) will hold 10,000 shares (equal to 0.0010% of the total number of issued shares) and 346,809 warrants in the Company; and
• Mr. Timothy Turner (Board member) will hold 4,167 shares (equal to 0.0004% of the total number of issued shares) and 238,382 warrants in the Company.

Disclosure of large shareholdings
The following shareholders will have holdings in the Company in excess of the statutory thresholds for disclosure requirements as set out in the Norwegian Securities Trading Act:
• NOR Energy will hold 444,237,596 shares and votes, equal to 45.7192% of the total number of issued shares in the Company. In addition, NOR Energy will hold 104,162,519 warrants, and on a consolidated basis, NOR Energy therefore will hold a right to in total 548,400,115 shares and votes, equal to 56.44% of the total number of issued shares in the Company ; and
• Petromal – Sole Proprietorship LLC ("Petromal") will hold 371,961,246 shares and votes, equal to 38.28% of the total number of issued shares in the Company. In addition, Petromal will hold 51,303,927 warrants, and on a consolidated basis, Petromal therefore will hold a right to in total 423,265,173 shares, equal to 43.56% of the total number of issued shares in the Company.

https://newsweb.oslobors.no/message/484280
Redigert 30.08.2019 kl 18:11 Du må logge inn for å svare