APL to Complete Exchange Offer
Reference is made to the joint offer document and prospectus dated 26 February 2007 relating to the Exchange Offer to acquire all issued and outstanding shares in APL ASA submitted by APL (Advanced Production & Loading) PLC ("APL PLC"), and previous announcement issued in connection with the Exchange Offer.
The following conditions were set for completion of the Exchange Offer:
(i) That the number of APL ASA Shares that are validly tendered to APL PLC in respect of the Exchange Offer represents more than 90% of the issued share capital of APL ASA assuming the exercise of all rights to acquire shares; (ii) That the APL PLC Shares have been conditionally approved for listing on Oslo Bors on terms and conditions which are satisfactory to APL PLC; (iii) That the Bondholders Meeting pursuant to the terms of the Bond Loan Agreement has consented to repayment of the Bond Loan on terms that are satisfactory to APL PLC.
The Board of Oslo Bors did on 28 February 2007 approve the listing of the APL PLC Shares on the SMB list subject to fulfillment of the following conditions prior to the first day of trading of the APL PLC Shares:
1. That the company has the number of round-lot holders as set out in the Listing Rules item 2.4.2 2. That at least 25% of the APL PLC Shares are distributed among the public, ref. the Stock Exchange Regulations section 2-1 3. That the company enters into a listing agreement with Oslo Bors 4. That the company owns more than 90% of the APL ASA Shares
The APL PLC Board has assessed the conditions, and is of the opinion that the conditions are satisfactory to APL PLC and its shareholders. By that, all conditions for completion of the offer have been fulfilled and the APL PLC Board has accordingly resolved to complete the Exchange Offer.
Settlement under the Exchange Offer is expected to be completed on 26 March 2007. Delivery of the APL PLC Shares, by way of registration on the tendering APL ASA Shareholders VPS accounts, is expected to take place on 27 March 2007, and the first day of trading of the APL PLC Shares on Oslo Bors is expected to be 28 March 2007.
This announcement is issued in connection with the Exchange Offer to acquire all of the issued and outstanding APL ASA Shares and should be read and construed in conjunction with the combined prospectus and offer document dated 26 February 2007 (the "Document"). Terms defined in the Document have the same meaning in this announcement unless otherwise indicated.
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