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Revised terms and extension of application period for Share Issue in Interoil Exploration and Production ASA
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Interoil Exploration and Production ASA (the "Company") refers to the announcements published on 6 April 2021 in which the Company announced the commencement of the application period for a share issue (the "Share Issue") and the announcement published on 12 April 2021 regarding applications by large shareholders and extension of the application period for the Share Issue.
The Company has resolved to amend the terms of the Share Issue so that the subscription price is set to NOK 1.20 per share. The maximum number of shares to be issued in the Share Issue will remain at 25,342,462, so that the maximum gross proceeds from the Share Issue will be approximately NOK 30.4 million.
The previously announced applications from two of the Company's largest shareholders, Genipabu Investments LLC and Integra Oil and Gas S.A. for shares in an amount of approximately NOK 3,000,000, remain in place, and consequently cover approximately 10% of the maximum size of the Share Issue. A third shareholder, International Capital Markets Group, Inc. has also subscribed, bringing the total confirmed subscriptions to approximately 12% of the Share Issue.
In addition, the Company is pleased to announce that Norwegian institutional investor MP Pensjon PK has confirmed it will participate with up to 10% of the new shares, bringing the total interest from cornerstone investors to approximately 22% of the Share Issue.
The Company has also resolved to extend the application period for the Share Issue, so that the Share Issue will be open for applications until 23 April 2021 at 16:30 (CEST). Under the new timeline, allocation of the Offer Shares will take place on or about 26 April 2021. Information of allocation and payment instructions will be sent to the applicant on or about 27 April 2021 by way of a notification through VPS or a notification issued by the Company. Payment for allocated Offer Shares will fall due on 28 April 2021, and delivery of Offer Shares is expected to take place on or about 7 May 2021. The Company reserves the right to close the application period at any time at its sole discretion, at short notice.
The revision of terms for the Share Issue are subject to the publication of a supplemental national prospectus registered in Norway, which will be published by the Company in a separate announcement as soon as possible. Applications already received in the Share Issue and further applications received prior to publication of the supplemental prospectus will following publication of the supplemental prospectus be adjusted in accordance with the new terms without the need to submit a new application. Further details will be provided in the supplemental prospectus.
The Share Issue remains directed towards Norwegian retail and institutional investors and international institutional investors pursuant to and in compliance with applicable exemptions from relevant registration, filing and prospectus requirements, and subject to other applicable selling restrictions.
The original prospectus for the Share Issue is available on the Company's web site at the following link, and the supplemental prospectus will be added thereto as soon as it has been registered and published:
https://www.interoil.no/?page_id=5469
Norwegian investors with access to VPS investor services may also access the Prospectus and submit applications online by using the following link:
Allocations of shares in the Share Issue will be made at the discretion of the Company's Board of Directors and the completion of the Share Issue is conditional upon approval by the Company's Board of Directors.
Further information regarding the Share Issue and the terms thereof, is included in the Prospectus.
Important Notice
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.
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.
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.
This announcement is an advertisement and is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on prospectuses to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (as amended) as implemented in any Member State.
Please direct any further questions to: ir@interoil.no.
This announcement has been published by Mr. Geir Arne Drangeid (Partner and Senior Advisor, First House AS) at 08:00 CEST on 15 April 2021.
This information is subject of the disclosure requirements of section 5-12 of the Norwegian Securities Trading Act.
