Share Issue/Capital Change • May 30, 2014
Share Issue/Capital Change
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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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