APPROVAL OF CROSS-BORDER MERGER PLAN
APPROVAL OF CROSS-BORDER MERGER PLAN
The Boards of Directors of Petrolia ASA and Petrolia E&P Holdings PLC
have approved the merger plan for the proposed cross-border merger
between the companies, with Petrolia E&P Holdings PLC as the surviving
company.
1 BACKGROUND AND RATIONALE
In order to move closer to key markets for the group and at the same
time maintain a European presence Petrolia ASA ("Petrolia") has decided
to relocate its head offices to Cyprus. Petrolia considered as the most
favourable method for its redomiciliation to Cyprus to complete a
cross-border merger (the "Merger") with a Cyprus public company (PLC)
with the latter as the surviving entity, leading to the conversion of
such PLC into a European company (SE) and the subsequent continuation of
its operations under the corporate form of a Cyprus registered SE.
In the annual general meeting of Petrolia held 28 June 2011, the Board
of Directors requested an indicative instruction from the general
meeting on whether or not to initiate the Merger. The general meeting
voted unanimously in favour of giving the Board of Directors a mandate
to go ahead with the process.
On 29 November 2011 the Board of Directors of Petrolia and Petrolia E&P
Holdings PLC (Cyprus) ("Petrolia Cyprus") approved the merger plan (the
"Merger Plan").
2 THE MERGER
The Merger will be completed in accordance with the provisions of the
Council Regulation (EC) No 2157/2001 on the Statute for a European
company (SE), the Companies Law of Cyprus Cap 113 and the secondary
Cypriot SE Regulations, as far as Petrolia Cyprus is concerned, and the
Norwegian Public Limited Companies Act and the Norwegian SE act, as far
as Petrolia is concerned.
The Merger and the Merger Plan will be submitted for approval to the
general meetings of both merging companies. Completion of the Merger is
conditional upon a number of factors, including, but not limited to,
Petrolia obtaining the consent of Oslo Stock Exchange to the continued
listing of the shares of the merged company.
Upon completion of the Merger i) Petrolia will be wound up without going
into liquidation and transfer all of its assets and liabilities to
Petrolia Cyprus, ii) Petrolia Cyprus will issue new shares to the
shareholders of Petrolia corresponding with the economic value of their
shares in the Company and iii) Petrolia will adopt the form of a
Societas Europaea-European Public Company registered in the Republic of
Cyprus, in accordance with the relevant provisions of the EU and Cyprus
law.
If the Merger is approved by the general meetings of Petrolia and
Petrolia Cyprus, a two months creditor notification period will commence
on the date of registration of the resolution in the Register of
Business Enterprises. Consequently, and provided that all conditions of
implementation has been fulfilled, the Merger is expected to be
completed during the first quarter of 2012.
3 CONSIDERATION AND VALUATION
Since Petrolia Cyprus currently is a newly created special purpose
vehicle with minimum operations, the exchange ratio has been determined
almost exclusively on the basis of the valuation of Petrolia. The fair
market value of the Company has been established based on the price of
the Petrolia`s shares on the Oslo Stock Exchange as per the date of the
Merger Plan. The fair market value of Petrolia Cyprus has been
determined based on Petrolia Cyprus' book equity since Petrolia Cyprus
has no other assets than its paid-in share capital.
Before the Merger is completed, the Company plans to issue new shares as
consideration in a merger between its wholly owned subsidiary, Petrolia
Rigs II AS and IO&R AS (the "Rig Merger"). Reference is made to the
stock exchange notification released yesterday. The new shares will be
issued against contribution in kind in the form of receivables against
Petrolia Rigs II AS in the amount of NOK 74,250,000.
In the event the Rig Merger is completed before the Merger, Petrolia
Cyprus will issue and allot 27,200,867 shares with a nominal value of
USD 1 each to the shareholders of Petrolia. The exchange ratio between
the shares of Petrolia and the shares of Petrolia Cyprus will thus be
0,090045702, or approximately 1 new share in the capital of the Petrolia
Cyprus for 11 shares in Petrolia.
In the event the Rig Merger is not completed before the Merger, Petrolia
Cyprus will issue and allot 15,044,698 shares with a nominal value of
USD 1 each to the shareholders of Petrolia. The exchange ratio between
the shares of Petrolia and the shares of Petrolia Cyprus will thus be
0,090045702 or approximately 1 new share in the capital of the Petrolia
Cyprus for 11 shares in Petrolia.
No member of the board of directors or executive management will receive
any special benefits in connection with the Merger.
The business of Petrolia will continue as a going concern in Petrolia
Cyprus. The financial position and management of Petrolia will therefore
not change as a result of the Merger. Petrolia will maintain its current
presence in Norway, but will in addition have sufficient presence and
activity in Cyprus to be considered domiciled in Cyprus for tax
purposes.
Contact persons:
Managing director, Kjetil Forland,
(kjetil.forland@petrolia.no (kjetil.forland@petrolia.no))
Finance manager, Sølve Nilsen,
solve.nilsen@petrolia.no (solve.nilsen@petrolia.no))
This information is subject of the disclosure requirements in Norwegian
Securities Trading Act § 5-12.
About Petrolia
Petrolia ASA has three business segments: E&P, Drilling & Well
Technology and Oilfield Services and is listed on Oslo Stock Exchange
under the ticker code PDR. The core activity includes Petrolia Norway
AS, an independent oil & gas company aiming at being prequalified as a
licensee on the Norwegian Continental Shelf within 2011. The company
currently holds 10 per cent of Ulvetanna. In addition, Petrolia ASA owns
Petrolia Services AS, a leading rental equipment company for the global
oil industry. The company employs a staff of around 250 highly competent
employees worldwide.
The Board of Directors of Petrolia consists of Berge Gerdt Larsen
(chairman), Erik Johan Frydenbø (Director), Unni Fossberg Tefre
(Director) and Sjur Storaas (Director).
The management consists of Kjetil Forland (Managing Director) and Sølve
Nilsen (Finance Manager).
Historical key figures for Petrolia
YTD Q3 2011 YTD Q3
2010 2010 2009 2008
(USD 1000) Unaudited
Unaudited Audited Audited Audited
63 358 56 005
75 541 70 746 81 831
Operation profit before depreciation 24 667 20 757
-34 034 24 623 28 292
Result for the period 7 430
430 2 065 -87 336 107 841 -506 370
(USD 1000) Q3 2011
2010 2009 2008
Unaudited Audited Audited Audited
Total assets 213 359
261 679 367 150 1 027 102
Total equity 90 094
95 248 179 040 58 654
Total liabilities 123 265
166 431 188 111 968 448
About Petrolia Cyprus
Petrolia Cyprus was newly established specifically in order to
facilitate the transfer of Petrolia ASA to Cyprus as per the above. As
per date, 34 994 of the shares of Petrolia Cyprus is held by NET AS
while 6 shares are held by nominee shareholders in order to comply with
Cyprus law ownership requirements for public companies. NET AS holds
approximately 6.52% of the shares of the Company.
Petrolia Cyprus has no assets apart from its paid-in share capital, and
its business activity consists solely of business development conducted
by one part time employee. After completion of the merger, Petrolia will
consider expanding its business in Cyprus. Petrolia Cyprus will be the
surviving entity in the Merger and will be converted into a Cyprus
registered SE immediately upon the completion of the Merger.
Since Petrolia Cyprus is newly established there are no historical
financial records available.
The Board of Directors of Petrolia Cyrpus consists of Kjetil Forland
(Chairman), Erwin Joseph Pierre Godec (Chairman), Demos Demou
(Director).
Following completion of the Merger the Board of Directors of Petrolia
Cyprus will consist of: Berge Gerdt Larsen (Chairman), Unni Fosberg
Tefre (Director), Erik Johan Frydenbø (Director) and Sjur Storaas
(Director).
Bergen/Oslo 30 November 2011