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

FkL
APCL 30.08.2019 kl 18:08 11698

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 30.08.2019 kl 18:31 Du må logge inn for å svare
Tobias
06.09.2019 kl 11:22 1656

Fra et annet forum:
Ny hjemmeside med tittel " The new leading oilproducer"
Kommer snart god melding her :)

New leading oilproducer. Det var ikke snaut🙄

Prøve forresten å gå inn på Petronor sine sider, men fikk opp denne:

«Sorry for the inconvenience.
Our website is currently undergoing scheduled maintenance.
Thank you for your understanding.»
thief
06.09.2019 kl 12:21 1517

Hjemmesiden er vel oppe og går snart,så får vi tickeren på plass.Da begynner veien til New leading oilproducer😉💰Blir jo utrolig spennende å se hva de leverer på sosp.Vi vet jo at Senegal skal ha en ny lisensrunde i oktober ,så er uansett Max 3 ukers tid før vi får et kraftig hint,hvis ikke forliket allerede har kommet.Jeg tror det siste🙂

Det må da være meldepliktig.
FkL
06.09.2019 kl 14:25 1315

Hva tenker du på da? Hjemmesidene? Vi har jo ikke byttet navn enda og således berører dette egentlig ikke oss.
Redigert 06.09.2019 kl 14:27 Du må logge inn for å svare

Fkl

Nei. Slett ikke. Jeg tenkte på denne fra Thief:

«p.Vi vet jo at Senegal skal ha en ny lisensrunde i oktober ,så er uansett Max 3 ukers tid før vi får et kraftig hint,hvis ikke forliket allerede har kommet.Jeg tror det siste🙂»

Hvis forliket er på plass så bør det vel være meldepliktig vil jeg tro.
Redigert 06.09.2019 kl 17:41 Du må logge inn for å svare
thief
06.09.2019 kl 17:58 1044

Ja,at forliket kommer før lisensrunden,ikke at det har kommet nå🙂

OK Da misforstod jeg. Sorry
FkL
07.09.2019 kl 11:18 709

Ikke så veldig relevant nå som DIC i Senegal har konkludert med at de ikke har bevis, men uansett interessant å følge.

«MACKY IS READY TO GIVE $ 2 BILLION TO THE OPPOSITION TO SMOKE THE OIL SCANDAL»

To split the opposition, Macky Sall is ready to finance its leader up to 2 billion FCFA! This accusation is the leader of the Tekki movement, Mamadou Lamine Diallo, reports "Les Echos".

According to him, the head of state in doing so wants to sow discord within the opposition but also to quell the scandal over oil and gas in which his brother and mayor of Guédiawaye is quoted.

According to Mamadou Lamine Diallo, Macky Sall also relies on other levers to muzzle his challengers. These include the postponement of the local, the exit of the civil society to his boot directed by the NGO 3D, the retreat of facade on the audit and the electoral process.

https://www.sunuker.com/actualite/politique/macky-est-pret-a-donner-2-milliards-a-lopposition-pour-etouffer-le-scandale-du-petrole/