Legal Proceedings Report • Feb 17, 2022
Legal Proceedings Report
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Oslo, 17 February 2022: PetroNor E&P Limited (OSE ticker: "PNOR") (the "Company", and together with its consolidated subsidiaries, "PetroNor") announces that the Supreme Court of Western Australia ("Court") has today approved the scheme of arrangement pursuant to which all of the shares held by PetroNor shareholders will be transferred to PetroNor E&P ASA ("PetroNor Norway") ("Scheme").
As from end of trading today, 17 February 2022, the shares in the Company will be suspended from trading on Euronext Expand, and are expected to be delisted as from 24 February 2022. The shares of PetroNor Norway are expected to be listed and start trading on Oslo Børs on or about 28 February 2022.
Pursuant to the Scheme, PetroNor shareholders will receive one (1) new PetroNor Norway share for every one (1) share in the Company owned at end of trading today, as shown with the register as at 16:00 AWST (09:00 CET) 22 February 2022 (the "Record Date"), excluding shareholders whose PetroNor shares are not registered with the VPS as at the Record Date ("Non-VPS Shareholders").
Non-VPS Shareholders will not be entitled to receive any new PetroNor Norway shares and will instead receive cash proceeds from the sale by the sale agent of the new PetroNor Norway shares which they were otherwise entitled to receive.
As described below, there will be a trading halt in the PetroNor shares in order to transfer the shares to PetroNor Norway. No further actions by shareholders are required for this exchange to take place. Shareholders will not be able to trade or otherwise dispose of their shares during the trading halt period.
Set out below is an indicative timeline of the re-domicile process. Separate stock exchange releases will be announced in connection with each of these milestones:
| 23 February 2022 | Last day of listing on Euronext Expand of PetroNor shares |
|---|---|
| 23 February 2022 | Extraordinary general meeting for PetroNor Norway to resolve to issue shares to shareholders registered with VPS on the Record Date |
| 24 February 2022 | Implementation of Scheme |
| 25 February 2022 | Issue of shares in PetroNor Norway registered and delivered to VPS accounts |
| At the latest prior to 08:00 on the first day of trading |
Publication of PetroNor Norway prospectus |
| 28 February 2022 | PetroNor Norway Shares commence trading on Oslo Børs |
All dates are indicative only. The Company has the right to vary any or all of these dates and times, subject to the approval of such variation by the Court and PetroNor Norway, where required. When
the term "shares" are used above as a description of the current securities of the Company, it is a reference to the depository receipts trading on Euronext Expand.
Further, a copy of the orders made by the Court approving the Scheme has been lodged with the Australian Securities and Investments Commission. This means that the Scheme has become legally effective. A copy of the orders is attached to this announcement.
Investor Relations Email: [email protected] www.petronorep.com
PetroNor E&P Limited is an Africa-focused independent oil and gas exploration and production company listed on Oslo Euronext Expand with the ticker PNOR. PetroNor E&P Limited holds exploration and production assets offshore West Africa, specifically the PNGF Sud licenses in Congo Brazzaville, the A4 license in The Gambia, the Sinapa (Block 2) and Esperança (Blocks 4A and 5A) licenses in Guinea-Bissau, the Rufisque Offshore Profond and Senegal Offshore Sud Profond in Senegal (in arbitration) and OML-113 in Nigeria (subject to completion).
COR/180/2021
EX PARTE: PETRONOR E&P LIMITED (ACN 125 419 730)
First Plaintiff
_____________________________________________________________________
The definition of "Implementation Date" in section 1.1 of the Scheme will be revised from "the third Business Day after the Scheme Record Date, or such other day as HoldCo and Petronor agree in writing" to "the second Business Day after the Scheme Record Date, or such other day as HoldCo and Petronor agree in writing."
BY THE COURT
THE HONOURABLE JUSTICE J HILL
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