Norwegian Energy Company Enters Private Placement
Norwegian Energy Company ASA, Reference is made to the stock exchange release dated 25 April 2008 where Noreco has entered into a Share Sale Agreement for the acquisition of the shares in Talisman Oil Denmark Limited, which owns a 30% interest in the Siri license located in Denmark. The acquisition price is set at USD 83 million and Noreco will finance the acquisition i.a. through a Private Placement of a minimum of NOK 300 million and up to NOK 450 million, whereof the minimum amount has been guaranteed.
Noreco has retained Pareto Securities AS and Glitnir Securities AS to advise on and effect a private placement of shares directed towards selected Norwegian and international professional investors raising gross proceeds of up to NOK 450 million. The price will be determined through a book-building process whereof a minimum subscription price is set at NOK 22.25 per share.
A guarantee consortium consisting of existing and new shareholders has guaranteed for NOK 300 million in the Private Placement. Subscribers in the guarantee consortium can subscribe in the Private Placement at equal terms to other investors and the guarantors are guaranteed 50% of their allocated amount in the guarantee ("claw-back") if they subscribe in the Private Placement. The guarantee was significantly oversubscribed.
Shares offered in the Private Placement will comprise of already listed shares made available for the Managers by a consortium of existing shareholders based on a Stock Lending Agreement between the Managers, the Company and a consortium of existing shareholders. All shares offered in the Private Placement pursuant to the Stock Lending Agreement are tradable on Oslo Bors at the time of delivery to the subscribers.
The shares borrowed from the consortium of existing shareholders will be returned by issue of the new shares under an authorisation granted to the Board of Directors of Noreco by a shareholders' resolution passed on 10 October 2007. The new shares will be registered with the VPS under a separate ISIN until a prospectus has been filed with, and approved by, Oslo Bors.
In addition, the Board of Directors of Noreco will, in its sole discretion and following the Private Placement, evaluate the possibility to conduct a subsequent offering to existing shareholders not taking part in the Private Placement.
The book opens today (25 April 2008) at 09.00 CET and will close at 22:00 CET, however, the Board of Noreco may close the subscription period earlier at their own discretion but in any event no earlier than 17.00 CET.
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