Transaction in Own Shares • Aug 9, 2017
Transaction in Own Shares
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Panoro Announces Shares Buyback Program and Tender Offer
Oslo, 9 August 2017 - Panoro Energy ASA (the "Company" or "Panoro" with OSE
ticker: "PEN") announces today that, in accordance with the resolution approved
by its shareholders at the Company's Annual General Meeting on 24 May 2017, its
Board of Directors has authorized the immediate implementation of a share
repurchase program of up to a maximum of 2,100,000 shares, corresponding to
approximately 5% of the outstanding common shares. The Company, at its sole
discretion, may decide to purchase less than, or to increase, this maximum
amount, but not exceeding 4,250,000 shares in total.
The share buyback program will be effective from today, 9 August 2017 and will
end on 30 June 2018.
As part of the repurchase program, the Company also herein announces the launch
of an initial tender offer available to all its shareholders to repurchase up to
1,000,000 shares.
The offer price is NOK 4.05 per share which represents a premium of
approximately 4% to the closing price for Panoro Energy on 9 August 2017.
The acceptance period (the "Period") commences immediately and will close at
16:30 (CET) on Friday 11 August 2017. The Company reserves, at its sole
discretion, the right to accept shares tendered after the end of the Period, as
well as to extend the initial Period one or several times. Acceptances of the
offer are irrevocable and cannot be withdrawn, however if the Period is
extended, acceptances can be withdrawn up to the expiry of the extended
period.
Shareholders who wish to sell their shares can contact Arctic Securities AS by
phone at +47 21 01 30 40 or by email at [email protected].
In the event that the total number of received acceptances exceeds 1,000,000
shares, the Company will determine, at its sole discretion, the allocation
of the acceptances in accordance with best market practices and with equal
treatment of its shareholders. The Company also reserves the right to increase
the number of shares to be repurchased.
Allocation and pricing will be made before 09:00 (CET) on 14 August 2017. The
record date will be 14 August 2017 and settlement will take place on or about 16
August 2017. If the Period is extended, the dates will be postponed
accordingly. Upon settlement, the shares sold under the offer will be
transferred to Panoro's client account with Arctic Securities AS.
Simultaneously, Arctic Securities AS will make payments to the accepting
shareholders.
The share buyback program, will be carried out in accordance with applicable
laws and regulations, in open market transactions or through additional tenders,
at the discretion of management based on, among other things, the Company's
ongoing capital requirements and the market price of its common share.
In accordance with the proxy given by the Company's Annual General Meeting, the
minimum amount which may be paid for each share acquired is NOK 1, and the
maximum is NOK 100. In open market transactions, the maximum number of shares in
the Company which may be purchased on each trading day corresponds to maximum
50% of the average daily trading volume of the Company based on the average
daily volume traded in the month preceding (being July) this public disclosure.
The Company has informed the Oslo Børs and Norwegian FSA that due to low
liquidity in its shares, the Company may exceed the 25% liquidity threshold
otherwise guided. Information pertaining to the share buyback program will be
disclosed by way of stock exchange notices.
John Hamilton, CEO of Panoro stated: "The Board of Directors has taken the
decision to adopt and now implement a share buyback program. The Company is
committed to take any action to restore shareholder value including taking
advantage of what the Company believes to be a current dislocation in the share
price."
The offer and any acceptances thereof are subject to Norwegian law, with Oslo
City Court as the agreed legal venue.
Enquiries:
Panoro Energy ASA
Tel: +44 203 405 1060
Email: [email protected]
Arctic Securities AS
Tel: +47 21 01 30 40
Email: [email protected]
About Panoro Energy
Panoro Energy ASA is an independent E&P company based in London and listed on
the Oslo Stock Exchange with ticker PEN. The Company holds production,
exploration and development assets in West Africa, namely the Dussafu License
offshore southern Gabon and OML 113 offshore western Nigeria. In addition to
discovered hydrocarbon resources and reserves, both assets also hold significant
exploration potential. For more information, please visit the Company's website
at www.panoroenergy.com.
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