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PetroNor E&P ASA

Share Issue/Capital Change May 30, 2014

3710_iss_2014-05-30_7ea6f502-b427-4dce-9387-21ecff31d16a.html

Share Issue/Capital Change

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African Petroleum Corporation - Stabilisation notice

African Petroleum Corporation - Stabilisation notice

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR

INDIRECTLY, TO U.S. NEWS WIRE SERVICES OR FOR

DISSEMINATION IN THE UNITED STATES, CANADA OR JAPAN,

OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION

OR RELEASE WOULD BE UNLAWFUL

African Petroleum Corporation - Stabilisation notice

Oslo, 30 May 2014 - Reference is made to the

announcement made by African Petroleum Corporation

Limited ("African Petroleum Corporation" or

the "Company") on 21 May regarding completion of the

initial public offering of the Company's shares on

Oslo Axess (the "Offering") and the announcement made

by the Company on 26 May regarding the increase of

the order made by one of the institutional investors

in the Offering, increasing the Offering to a total

of 37,378,820 new shares to be issued by the Company

in accordance with the terms of the Offering as set

out in the Prospectus dated 9 May 2014 (excluding the

over-allotted shares).

Pareto Securities AS (the "Manager") may engage in

stabilisation activities of the shares of African

Petroleum Corporation from today 30 May to and

including 29 June 2014 (the "Stabilisation Period").

Any such stabilisation transactions will be aimed at

supporting the market price of the shares of African

Petroleum Corporation.

In connection with the Offering, the Manager has over-

allotted 2,545,000 shares in African Petroleum

Corporation to investors in the Offering, which

equals approximately 6.8% of the total number of

shares initially allocated in the Offering. In order

to facilitate delivery of shares in respect of over-

allotments made, the Manager has borrowed a number of

shares from Sarella Investments Limited equal to the

number of over-allotted shares.

Further, the Manager has been granted an over-

allotment option (the "Over-Allotment Option") by

African Petroleum Corporation which entitles the

Manager to subscribe for up to 2,545,000 shares in

African Petroleum Corporation at a price per share of

NOK 1.30, which is equal to the final offer price in

the Offering (the "Offer Price"). The Over-Allotment

Option may be exercised in whole or in part within a

30-day period from commencement of trading in the

Shares on Oslo Axess. The Manager may close out the

short position created by over-allotting shares by

buying shares in the open market through

stabilisation activities and/or by exercising the

Over-Allotment Option.

The Manager may effect transactions with a view to

support the market price of the Company's shares at a

level higher than what might otherwise prevail,

through buying shares in the open market at prices

equal to or lower than the Offer Price. There is no

obligation of the Manager to conduct stabilisation

activities and there is no assurance that

stabilisation activities will be undertaken. Such

stabilising activities, if commenced, may be

discontinued at any time and will be brought to an

end at the latest 30 calendar days after the first

day of trading of the Shares on Oslo Axess.

Stabilisation activities might result in market

prices that are higher than would otherwise prevail.

Within one week after the expiry of the 30-day period

of price stabilisation, the Manager will publish

information as to whether or not price stabilisation

activities were undertaken. If stabilisation

activities were undertaken, the statement will also

include information about: (a) the total amount of

shares sold and purchased; (b) the dates on which the

stabilisation period began and ended; (c) the price

range within which stabilisation was carried out, as

well as the highest, lowest and average price paid

during the stabilisation period; and (d) the date at

which stabilisation activities last occurred.

Any profit resulting from stabilisation activities

will be to the benefit of Sarella Investments Limited.

Any stabilisation activities will be conducted in

accordance with Section 3-12 of the Norwegian

Securities Trading Act and the EC Commission

Regulation 2273/2003 regarding buy-back programs and

stabilisation of financial instruments.

For further details see the prospectus dated 9 May

2014 issued by African Petroleum Corporation in

connection with the Offering and the listing of its

shares on Oslo Axess.

Pareto Securities AS

Disclaimer

The information contained herein shall not constitute

an offer to sell or the solicitation of an offer to

buy, nor shall there be any sale of the securities

referred to herein in any jurisdiction in which such

offer, solicitation or sale would be unlawful prior

to registration, exemption from registration or

qualification under the securities laws of any such

jurisdiction. In particular, the securities

referenced herein have not been, and will not be,

registered under the U.S. Securities Act of 1933, as

amended (the "Securities Act"), and may not be

offered or sold in the United States absent

registration or pursuant an exemption from the

registration requirements of the Securities Act and

applicable U.S. state securities laws. The Company

does not intend to register any part of the offering

in the United States or to conduct a public offering

of securities in the United States.

This press release may not be released to any U.S.

wire service or distributed or sent into the United

States, Canada, Japan or any other jurisdiction in

which such distribution would be unlawful or would

require registration or other measures.

Any offering of securities will be made to investors

in any EEA Member State by means of a prospectus

(prepared in compliance with the laws of Norway) that

may be obtained from the Company or the Manager and

that contains detailed information about African

Petroleum Corporation and management, as well as

financial statements. This document is a press

release and not a prospectus for the purposes of

Directive 2003/71/EC (together with any applicable

implementing measures in any Member State,

the "Prospectus Directive"). Investors should not

subscribe for any securities referred to in this

document except on the basis of information contained

in the prospectus to be published in connection with

the Offering. In any EEA Member State other than

Norway that has implemented the Prospectus Directive,

this communication is only addressed to and is only

directed at qualified investors in that Member State

within the meaning of the Prospectus Directive, i.e.,

only to investors who can receive the offer without

an approved prospectus in such EEA Member State.

This press release may not be distributed to any

person in the United Kingdom except persons (i) who

have professional experience in matters relating to

investments falling within Article 19(5) (investment

professionals) of the Financial Services and Markets

Act 2000 (Financial Promotions) Order 2005 ("FPO"),

(ii) who fall within the categories of persons

referred to in Article 49(2)(a) to (d) (high net

worth companies, unincorporated associations, etc.)

of the FPO or (iii) to whom it may otherwise be

lawfully communicated.

This press release is not an offer to sell, or the

solicitation of an offer to buy, any of the Company's

securities to or from investors in Australia. This

press release is not a prospectus, product disclosure

statement or other offer document under Australian

law. As noted above, a prospectus will be prepared

by the Company in compliance with the laws of Norway

but this will not be a prospectus or an offer

document under Australian law. Any offers relating

to Company securities in Australia will be made only

to persons who are professional investors or

sophisticated investors (as those terms are used in

s708(11) and s708(8) respectively of the Australian

Corporations Act 2001 ("Corporations Act")) or other

persons specified in s708 of the Corporations Act who

do not require or need to be given a prospectus or

other disclosure document under Chapter 6D of the

Corporations Act to lawfully receive an offer to

subscribe for or acquire securities in the Company.

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," "esti

mate," "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 African Petroleum Corporation

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

African Petroleum Corporation disclaims any

obligation to update and revise any forward-looking

statements, whether as a result of new information,

future events or otherwise.

This information is subject to disclosure

requirements pursuant to section 5-12 of the

Norwegian Securities Trading Act.

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