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Panoro Energy ASA

Share Issue/Capital Change Feb 10, 2016

3706_rns_2016-02-10_5805e8c9-a083-4686-9d7f-888492697144.html

Share Issue/Capital Change

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*Correction - Panoro Energy ASA - Information on the Subsequent Offering

*Correction - Panoro Energy ASA - Information on the Subsequent Offering

This is a correction of the announcement from 07:31 on the 10.02.2016 CET.

Reason for the correction: Ex-date changed to 10 February 2016

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, TO U.S. NEWS WIRE

SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN,

OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL

OR WOULD REQUIRE REGISTRATION OR OTHER MEASURES. THIS ANNOUNCEMENT DOES NOT

CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Oslo Børs Announcement

(Oslo, Norway, 10 February 2016) Reference is made to the stock exchange

announcement by Panoro Energy ASA ("Panoro" or the "Company", ticker "PEN")

published on 10 February 2016 regarding a private placement of new shares with

gross proceeds of NOK 70 million (the "Private Placement").

The Board of Directors will propose to the extraordinary general meeting to

conduct a subsequent offering (the "Subsequent Offer") with gross proceeds of up

to NOK 10 million by issuing up to 23,809,500 new shares at NOK 0.42 per share,

being the same as the subscription price in the Private Placement.

The Subsequent Offering will be directed towards shareholders in the Company as

of 9 February 2016, as registered in the VPS on 11 February 2016, who were not

allocated shares in the Private Placement and who are not resident in a

jurisdiction where such offering would be unlawful or, for jurisdictions other

than Norway, would require any prospectus, filing, registration or similar

action (the "Eligible Shareholders"). Such shareholders will be granted non

-transferable preferential rights to subscribe for, and, upon subscription, be

allocated new shares. One subscription right will entitle the holder to

subscribe one share in the Subsequent Offer. Oversubscription for Eligible

Shareholders will be allowed. Further details about the Subsequent Offering will

be set out in the prospectus, currently expected to be published by end of March

The subscription period in the Subsequent Offering is expected to commence on or

about 14 March 2016 and end on or about 31 March 2016 at 16:30 CET. If a

prospectus is not approved by the Financial Supervisory Authority of Norway in

time for the subscription period to commence on 14 March 2016, the subscription

period shall commence at the latest on the second trading day on Oslo Børs after

such approval has been obtained and end at 16:30 CET two weeks thereafter.

In accordance with the requirements of Oslo Børs, the following key information

is given with respect to the Subsequent Offer:

Date of announcement of Subsequent Offer: 10 February 2016

Last day including right: 9 February 2016

Ex-date: 10 February 2016* (correction)

Record date: 11 February 2016

Date of approval: The Subsequent Offer is subject to approval at an

extraordinary general meeting scheduled to be held on or about 2 March 2016

Maximum number of new shares: 23,809,500

Subscription price: NOK 0.42

Arctic Securities AS acts as sole manager for the subsequent offering.

For further information, please contact:

John Hamilton, Chief Executive Officer

Qazi Qadeer, Chief Financial Officer

Tel: +44 203 405 1080

Email: [email protected]

Arctic Securities AS

Arctic Sales Desk:

Tel: +47 21 01 31 85

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 high quality

exploration and development assets in West Africa, namely the Dussafu License

offshore southern Gabon, and OML 113 offshore western Nigeria. Both assets have

discoveries with approved Field Development Plans. In addition to discovered

hydrocarbon resources and reserves, both assets also hold significant

exploration potential.

For more information visit the Company's website at

www.panoroenergy.com (http://media.ne.cision.com/l/dgyweuyq/www.panoroenergy.com/

).

This information is subject to disclosure requirements pursuant to section 5-12

of the Norwegian Securities Trading Act.

Disclaimer

This information contained herein does not constitute an offer to sell or a

solicitation of an offer to buy any New Shares in any jurisdiction in which such

offer or solicitation is unlawful or where this would require registration,

publication of a prospectus or similar action.

There will be no public offer of the New Shares in the United States. The New

Shares have not been and will not be registered under the United States

Securities Act of 1933, as amended (the "U.S. Securities Act"), or under the

securities law of any state or other jurisdiction of the United States and may

not be reoffered, resold, pledged or otherwise transferred, directly or

indirectly, except pursuant to an applicable exemption from the registration

requirements of the U.S. Securities Act and in compliance with the securities

laws of any state or other jurisdiction of the United States. A person in the

United States or who is a "U.S. Person" (within the meaning of Regulation S

under the U.S. Securities Act), may not apply for New Shares or otherwise take

steps in order to subscribe or purchase New Shares unless (A) the subscriber is

a registered client with the Manager as (i) a "qualified institutional buyer"

("QIB") as defined in Rule 144A under the U.S. Securities Act, or (ii) a "major

U.S. institutional investor" as defined in SEC Rule 15a-6 to the United States

Exchange Act of 1934, or (B) the subscriber (i) confirms that it is a QIB

acquiring the New Shares for its own account or for one or more accounts, each

of which is a QIB, in a transaction exempt from the registration requirements

under the U.S. Securities Act and (ii) executes and delivers a separate U.S.

investor representation letter to the Manager. The New Shares are "restricted

securities" within the meaning of Rule 144 under the U.S. Securities Act and may

not be deposited into any unrestricted depositary receipt facility in the United

States, unless at the time of deposit the New Shares are no longer "restricted

securities". The New Shares may not be reoffered, resold, pledged or otherwise

transferred, except (a) outside the United States in accordance with Rule 903 or

Rule 904 of Regulation S, as applicable or (b) pursuant to an applicable

exemption from the registration requirements of the U.S. Securities Act and

subject to the provisions of the U.S. investor representation letter.

The offer of the New Shares in Canada is being made only on a private-placement

basis, thus exempting it from the requirement that the Company prepare and file

a prospectus with the applicable securities regulatory authorities. The New

Shares are being offered in those jurisdictions and to those persons where and

to whom they may lawfully be offered for sale, and therein only by persons

permitted to sell such securities. Each Canadian purchaser who purchases New

Shares must be entitled under applicable securities laws to purchase such

securities without the benefit of a prospectus qualified under such securities

laws; must be an "accredited investor" within the meaning of National Instrument

45-106 - Prospectus and Registration Exemptions and purchasing the New Shares as

principal or deemed principal for its own account; and must be a "permitted

client" within the meaning of National Instrument 31-103 - Registration

Requirements and Exemptions. There is currently no public market for the New

Shares in Canada and any resale of the New Shares in Canada must be made in

accordance with applicable securities laws.

New Shares will only be offered in the United Kingdom (a) to persons who have

professional experience, knowledge and expertise in matters relating to

investments and are "investment professionals" for the purposes of article 19(5)

of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005

(all such persons being referred to as "relevant persons") and (b) only in

circumstances where, in accordance with section 86(1)(c) and (d) of the

Financial and Services Markets Act 2000 ("FSMA"), the requirement to provide an

approved prospectus in accordance with the requirement under section 85 FSMA

does not apply as the minimum denomination of and subscription for the New

Shares exceeds EUR 100,000 or an equivalent amount. Any application or

subscription for the New Shares is available only to relevant persons and will

be engaged in only with relevant persons and each UK applicant warrants that it

is a relevant person.

The New Shares will not be registered under the applicable securities laws of

Australia or Japan and may not be offered, sold, resold or delivered, directly

or indirectly, in or into Australia or Japan except pursuant to an applicable

exemption from applicable securities laws.

This press release contains forward-looking statements. Forward-looking

statements are statements that are not historical facts and may be identified by

words such as "believe," "expect," "anticipate," "intends," "estimate," "will,"

"may," "continue," "should" and similar expressions. The forward-looking

statements in this release are based upon various assumptions, many of which are

based, in turn, upon further assumptions. Although Panoro believes that these

assumptions were reasonable when made, these assumptions are inherently subject

to significant known and unknown risks, uncertainties, contingencies and other

important factors which are difficult or impossible to predict and are beyond

its control. Such risks, uncertainties, contingencies and other important

factors could cause actual events to differ materially from the expectations

expressed or implied in this release by such forward-looking statements.

The information, opinions and forward-looking statements contained in this

release speak only as at its date, and are subject to change without notice.

Panoro Energy ASA disclaims any obligation to update and revise any forward

-looking statements, whether as a result of new information, future events or

otherwise.

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