Petrolia SE (Petrolia) proposes to convert 75% of the net outstanding bond loan to
shares. The transaction requires that (i) a bondholder meeting resolves to add a
conversion clause to the loan agreement and (ii) that a shareholder meeting
resolves to issue new shares. The shares will be subject to a 1-year lock-in
The proposal is that USD 13.25 million of the bond loan (ISIN NO001075576.2) is
converted to 26.50 million new shares. The bonds are valued at par value, USD 1.00
and the shares are priced at USD 0.50. The share price has been set after
considering the volume averaged prices of the shares and the booked equity value
Following the transaction, the net outstanding bond loan is reduced from USD 17.7
million to USD 4.4 million. The Borrower's Bonds remain unchanged at USD 15.1
million so the gross outstanding bond loan is reduced from USD 32.8 million to USD
The number of shares will increase from 27.2 million to 53.8 million and the
existing shareholders will be diluted from 100% to 50.7%.
Since the offer will concern only a limited number of individuals, i.e. far less
than 150 individuals, Norwegian Securities Trading Act (NSTA) Sections 7-2 does
not require a prospectus. Further, since the share issue will be based on calls on
bonds made convertible, NSTA Section 7-5 item 10 grants a prospectus exemption.
Reduced risk for all stakeholders
Petrolia operates in the oil and gas industry, where the oil price decline since
2014 has impacted the industry's profitability and market outlook, thus increasing
the uncertainty for the associated shares and bonds. Petrolia follows a pro-active
funding strategy, and believes that a strengthening of the equity will reduce the
risk for all stakeholders.
The bondholders will, after the 1-year lock-in period, also benefit from the
higher liquidity in the Petrolia shares, compared to the liquidity in the Petrolia
Subject to bondholder approval and approval from the shareholders
A bondholder meeting will be held on 8 December 2016 and an Extraordinary General
Meeting will be held on 15 December 2016. The summons will be issued as separate
stock exchange notices.
The bondholders are asked to approve a par call option whereby the borrower can
convert bonds to shares as described in this stock exchange notice. The
bondholders are also asked to approve that the bond will not be listed.
The shareholders are asked to reduce the par value of the shares from USD 1.00 to
USD 0.10 and to issue new shares as described in this stock exchange notice. In
addition, to keep the authorised share capital unchanged, they are asked to
resolve that the number of authorised shares (but unissued) is increased by 245
million shares. Future issuing of new shares will require a resolution from a
Assuming bondholders and shareholders approve the proposed transaction, the new
shares are expected to be issued and listed during Q1 2017.
Mr. Sølve Nilsen
Limassol 22 November 2016
Board of Directors Petrolia SE