AGM Information • Nov 29, 2021
AGM Information
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Proposed Re-domicile to Norway – Results of General Meeting
Oslo, 29 November 2021: PetroNor E&P Limited (“PetroNor” or the “Company”) is pleased to announce that it has passed another gatepost on the change in domicile from Australia to Norway and the associated application for listing on the Oslo Stock Exchange (Oslo Børs main list), with PetroNor E&P ASA (“PetroNor Norway”) being the listed entity.
Earlier today, PetroNor shareholders approved by the requisite majorities, the proposed scheme of arrangement through which it is proposed that all of the shares held by PetroNor shareholders will be transferred to PetroNor E&P Norway (the “Scheme”).
In accordance with section 251AA of the Corporations Act 2001 (Cth), a detailed report of proxies received and the votes cast in respect to the resolution approving the Scheme is included as Annexure A to this announcement.
Although PetroNor shareholder approval has been obtained, the Scheme remains subject to a number of conditions as set out in the Scheme Implementation Agreement (a full copy of which is disclosed within the scheme booklet, which is available on the Company’s website at www.petronorep.com), including:
(a) the Supreme Court of Western Australia approving the Scheme (“Second Court Hearing”);
(b) the independent expert continuing to conclude that the Scheme is in the best interests of shareholders; and
(c) the satisfaction or waiver of any remaining conditions prior to the Second Court Hearing.
Subject to these remaining conditions being satisfied or waived, implementation of the Scheme is expected to occur on 17 December 2021 (AWST) (see indicative timetable below).
Notice of Second Court Hearing Date
The Second Court Hearing will be held at 10:00am (AWST) on 9 December 2021 at the Supreme Court of Western Australia at 28 Barrack Street, Perth, Western Australia. Further details regarding the Second Court Hearing are included as Annexure B to this announcement.
Indicative Timetable
Oslo Børs Listing Committee Meeting (approval of listing application) 8 December 2021 (CET)
Second Court Date for approval of the Scheme 9 December 2021 (AWST)
Effective Date of the Scheme 10 December 2021 (AWST)
Record Date for determining entitlements to the Scheme Consideration 15 December 2021(AWST)
Implementation Date Issue of New PetroNor Norway Shares 17 December 2021 (AWST)
Publication of PetroNor Norway prospectus At the latest prior to 08:00 on the first day of trading
New PetroNor Norway Shares commence trading on Oslo Børs On or about 21 December 2021 (CET)
All dates are indicative only. PetroNor 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.
This announcement has been authorised for release by the board of directors of PetroNor. This information is published pursuant to the disclosure requirements set out in section 5-12 of the Norwegian Securities Trading Act.
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For further information, please contact:
PetroNor Registry
Calling from within Australia: 1300 850 505
Calling from abroad: +61 3 9415 4000
Knut Søvold, Chief Executive Officer
Chris Butler, Group Financial Controller
About PetroNor E&P
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).
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