NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANY
OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO BUY OR SUBSCRIBE OF
ANY OF THE SECURITIES DESCRIBED HEREIN.
Oslo, 9 February 2021
Panoro Energy ASA (the "Company" or "Panoro" with OSE ticker: "PEN") announces,
in conjunction with the acquisitions of producing assets in West Africa from
subsidiaries of Tullow Oil plc (the "Acquisitions"), a contemplated equity
private placement of US$ 70 million (the "Offer Size") corresponding to approx.
NOK 593 million (the "Private Placement") by issuing new shares (the "Offer
Shares") in the Company through an accelerated book-building process. For
further details related to the Acquisitions, please see the separate press
release issued today by Panoro.
Panoro has engaged Pareto Securities AS ("Pareto") as sole lead manager ("Lead
Manager") and joint bookrunner, and Carnegie AS ("Carnegie") as joint
bookrunner, for the Private Placement (Pareto and Carnegie jointly referred to
as the "Managers"). Auctus Advisors LLP is acting as UK placing advisor.
The Company's two largest shareholders, Sundt AS and Kistefos AS, have committed
to subscribe, and will be allocated Offer Shares, for an amount of NOK 100
million and NOK 85 million (US$ 10 million) respectively, which corresponds to
more than their pro-rata share of the Private Placement. In addition, a number
of Directors and Executives of Panoro including its Chairman Julien Balkany and
its CEO John Hamilton are participating in the Private Placement (see below for
details).
Sundt AS and Kistefos AS have undertaken, and all investors being allocated
Offer Shares will undertake, to vote in favour of the resolution of issuance of
the Offer Shares in Tranche 2 and Tranche 3 (as defined below) in the Company's
extraordinary general meeting which, subject to completion of the Private
Placement, is expected to be held on or about 3 March 2021 (the "EGM").
The net proceeds from the Private Placement will be used to partially finance
the acquisitions in Equatorial Guinea and Gabon announced on 9 February 2021,
and related fees and expenses as well as for general corporate purposes. In the
event that one or both acquisitions do not close, the net proceeds will (in
whole or in part) be used for general corporate purposes. The subscription price
per Offer Share (the "Subscription Price") and the final number of Offer Shares
to be issued will be determined by the Company's board of directors in
consultation with the Lead Manager on the basis of a book-building process. The
book-building period will commence today 9 February 2021 at 16:30 hours (CET)
and close tomorrow 10 February 2021 at 08:00 hours (CET) (the "Book-building
Period"). The Company may at its own discretion extend or shorten the Book
-building Period at any time and for any reason. If the Book-building Period is
shortened or extended, the other dates referred to herein may be amended
accordingly.
The minimum subscription and allocation amount in the Private Placement will be
the NOK equivalent of EUR 100,000, provided that the Company may, at its sole
discretion, allocate an amount below EUR 100,000 to the extent permitted under
applicable exemptions from the prospectus requirement pursuant to applicable
regulations, including the Norwegian Securities Trading Act, Regulation
2017/1129 as amended together with any applicable implementing measures in any
Member State (the "Prospectus Regulation") and ancillary regulations.
The Offer Shares will be issued in three tranches, consisting of one tranche
with up to 6,880,000 Offer Shares ("Tranche 1"), a second tranche with up to
6,924,451 Offer Shares ("Tranche 2") and a third tranche with the number of
Offer Shares that corresponds to a total transaction (i.e. all three tranches)
equal to the Offer Size ("Tranche 3" and together with Tranche 1 and Tranche 2,
each a "Tranche"). The allocation of the Offer Shares (the "Allocated Shares")
will be made by the Company's Board of Directors ("Board") in consultation with
the Lead Manager. The Board of Directors will focus on criteria such as (but not
limited to) current ownership in the Company, timeliness of the application,
price leadership, relative order size, sector knowledge, perceived investor
quality and investment horizon. Applicants will receive a pro rata portion of
Offer Shares in Tranche 1, Tranche 2 and Tranche 3 based on their overall
allocation in the Private Placement.
The Tranche 1 Offer Shares will be issued by the Board based on an authorization
for the Board to issue shares as granted by the Company's shareholders in the
general meeting held on 18 June 2020. Completion of Tranche 1 and the payment
for and issuance of the Tranche 1 Offer Shares is not conditional upon
completion of Tranche 2 and Tranche 3. The Tranche 2 Offer Shares and Tranche 3
Offer Shares will be subject to approval by the Company's EGM. The Tranche 1
Offer Shares and Tranche 2 Offer Shares will be tradable on the Company's
ordinary ISIN upon issuance, while the Tranche 3 Offer Shares may, depending on
timing, be placed on separate ISIN pending publication of a combined prospectus
for listing of the Tranche 3 Offer Shares and for the contemplated Subsequent
Offering (as defined below). Delivery-Versus-Payment settlement in Tranche 1,
Tranche 2 and Tranche 3 is facilitated by a pre-funding agreement between the
Company and the Managers.
The allocation and issue of Offer Shares is subject to (i) all necessary
corporate resolutions being validly made, by the Company, including without
limitation (a) approval by the Board of a Subscription Price and allocation of
Offer Shares; (b) approval by the Board for the issuance of the Tranche 1 Offer
Shares based on the authorisation to increase the Company's share capital
granted by the Company's general meeting on 18 June 2020, and (c) approval by
the EGM of the share capital increase and issue of Offer Shares required for
completion of Tranche 2 and Tranche 3; (ii) payment being received for Allocated
Shares, and (iii) registration of the share capital increase in the Company
pursuant to each Tranche respectively in the Norwegian Register of Business
Enterprises, (together the "Conditions"). Completion of the Private Placement is
not conditional upon completion of the Acquisitions. The Private Placement will
be cancelled if the Conditions are not fulfilled, and may be cancelled by the
Company in its sole discretion for any other reason. Tranche 2 and Tranche 3 may
also be cancelled after completion of Tranche 1. Neither the Managers nor the
Company will be liable for any losses if the Private Placement is cancelled, in
full or in part, irrespective of the reason for such cancellation.
The EGM will be called for as soon as possible after closing of the Book
-building Period and the Board having approved a Subscription Price and
allocation of Offer Shares, and is expected to be held on or about 3 March 2021.
The Company will announce the final number of Allocated Shares in the Private
Placement in a stock exchange announcement expected to be published at the
latest before opening of trading on the Oslo Stock Exchange tomorrow, 10
February 2021.
The Board of Directors has considered the Private Placement in light of the
equal treatment obligations under the Norwegian Public Limited Liability
Companies Act, the Norwegian Securities Trading Act and Oslo Børs' Circular no.
2/2014, and is of the opinion that the proposed Private Placement is in
compliance with these requirements. The Board has considered alternative
structures for the raising of new equity. Following careful considerations, the
Board is of the view that it will be in the common interest of the Company and
its shareholders to raise equity through a private placement setting aside the
pre-emptive rights of the shareholders. By structuring the transaction as a
private placement, the Company expects to be in a position to complete the share
issue in today's market conditions in an efficient manner to finance the
Acquisitions faster and at a higher subscription price than would have been the
case for a rights issue. In the assessment it has also been taken into
consideration that the Private Placement is subject to a publicly announced book
-building process, and further that the Board will propose that the EGM approves
the Subsequent Offering (as defined below).
The Company may, subject to completion of the Private Placement, and certain
other conditions, propose to carry out a subsequent offering of new shares
which, subject to applicable securities law, will (subject to changes to the
Book-building Period) be directed towards existing shareholders in the Company
as of 9 February 2021 (as registered in the VPS on 11 February 2021), who (i)
were not allocated Offer Shares in the Private Placement, (ii) were not invited
to subscribe for shares in the pre-sounding of the Private Placement, and (iii)
are not resident in a jurisdiction where such offering would be unlawful or,
would (in jurisdictions other than Norway) require any prospectus, filing,
registration or similar action (the "Subsequent Offering"). Further information
on any Subsequent Offering will be given in a separate stock exchange release
when available.
The following primary insiders have pre-committed to apply for and will be
allocated Offer Shares in the Private Placement at the Subscription Price:
· Julien Balkany, Non-executive Chairman and member of the Board: NOK
5,000,000.
· Torstein Sanness, Deputy Chairman and member of the Board: NOK 500,000.
· Hilde Ådland, member of the Board: NOK 50,000.
· John Hamilton, CEO: NOK 300,000.
· Qazi Qadeer, CFO: NOK 200,000.
· Richard Morton, Technical Director: NOK 300,000.
· Nigel McKim, Projects Director: NOK 175,000.
Advokatfirmaet Schjødt AS is acting as legal advisor for Panoro and Arntzen de
Besche Advokatfirma AS is acting as legal advisor for the Managers in connection
with the Private Placement.
This announcement is made pursuant to section 5-12 of the Securities Trading
Act.
Enquiries
Panoro Energy ASA
John Hamilton, Chief Executive Officer
Qazi Qadeer, Chief Financial Officer
Tel: +44 203 405 1060
Email: investors@panoroenergy.com
About Panoro Energy
Panoro Energy ASA is an independent exploration and production company based in
London and listed on the main board of the Oslo Stock Exchange with the ticker
PEN. Panoro holds production, exploration and development assets in Africa,
namely the Dussafu License offshore southern Gabon, OML 113 offshore western
Nigeria (held-for-sale, subject to completion), and the TPS operated assets,
Sfax Offshore Exploration Permit and Ras El Besh Concession, offshore Tunisia.
Subject to completion of certain conditions, Panoro has also farmed-into an
exploration Block 2B, offshore South Africa.
For more information visit the Company's website at www.panoroenergy.com.
IMPORTANT NOTICE
This announcement is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities of Panoro Energy ASA. The
distribution of this announcement and other information may be restricted by law
in certain jurisdictions. Copies of this announcement are not being made and
may not be distributed or sent into any jurisdiction in which such distribution
would be unlawful or would require registration or other measures. Persons into
whose possession this announcement or such other information should come are
required to inform themselves about and to observe any such restrictions.
The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), and accordingly may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act and in accordance with applicable U.S. state securities laws.
The Company does not intend to register any part of the offering or their
securities in the United States or to conduct a public offering of securities in
the United States. Any sale in the United States of the securities mentioned in
this announcement will be made solely to "qualified institutional buyers" as
defined in Rule 144A under the Securities Act.
In any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of the
Prospectus Regulation, i.e., only to investors who can receive the offer without
an approved prospectus in such EEA Member State. The expression "Prospectus
Regulation" means Regulation 2017/1129 as amended together with any applicable
implementing measures in any Member State.
This communication is only being distributed to and is only directed at persons
in the United Kingdom that are (i) investment professionals falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities,
and other persons to whom this announcement may lawfully be communicated,
falling within Article 49(2)(a) to (d) of the Order (all such persons together
being referred to as "relevant persons"). This communication must not be acted
on or relied on by persons who are not relevant persons. Any investment or
investment activity to which this communication relates is available only for
relevant persons and will be engaged in only with relevant persons. Persons
distributing this communication must satisfy themselves that it is lawful to do
so.
Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as "believe", "expect", "anticipate",
"strategy", "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 the Company 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.
Actual events may differ significantly from any anticipated development due to a
number of factors, including without limitation, changes in investment levels
and need for the Company's services, changes in the general economic, political
and market conditions in the markets in which the Company operate, the Company's
ability to attract, retain and motivate qualified personnel, changes in the
Company's ability to engage in commercially acceptable acquisitions and
strategic investments, and changes in laws and regulation and the potential
impact of legal proceedings and actions. 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 Company does not provide any guarantees that the
assumptions underlying the forward-looking statements in this announcement are
free from errors nor does it accept any responsibility for the future accuracy
of the opinions expressed in this announcement or any obligation to update or
revise the statements in this announcement to reflect subsequent events. You
should not place undue reliance on the forward-looking statements in this
document.
The information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice. Neither the Company nor the Managers undertake any obligation to review,
update, confirm, or to release publicly any revisions to any forward-looking
statements to reflect events that occur or circumstances that arise in relation
to the content of this announcement.
Neither the Company or the Managers, nor any of their respective affiliates
makes any representation as to the accuracy or completeness of this announcement
and none of them accepts any responsibility for the contents of this
announcement or any matters referred to herein.
This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgment. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities in the Company. Neither the Company
nor the Managers, nor any of their respective affiliates accepts any liability
arising from the use of this announcement.
This information is subject to the disclosure requirements pursuant to Section 5
-12 the Norwegian Securities Trading Act.