Completion of demerger Norse Energy Corp. ASA and Panoro Energy ASA
6/7/2010 1:39 PM EST
Norse Energy Corp. ASA (“NEC” ASA, OSE ticker code "NEC", U.S OTC symbol "NSEEY") announces that the demerger of NEC has been completed and that the shares in Panoro Energy ASA (“PEN”) will be traded separately on the Oslo Stock Exchange as of Tuesday June 8, 2010, from when the shares in already listed NEC will trade exclusive of PEN. A listing prospectus for PEN has been approved and is available at www.panoroenergy.com.
The shares for Panoro Energy ASA will trade under the ticker code “PEN” with ISIN number NO 0010564701. A new website for Panoro Energy ASA has been launched under www.panoroenergy.com.
Shares: Each shareholder in NEC ASA will retain a shareholding in NEC ASA and in Panoro Energy in proportion to their shareholding in NEC ASA at the closing of trading at the Oslo Stock Exchange on Monday, June 7, 2010 (to be adjusted for non-settled VPO transactions), receiving one share in Panoro Energy for every 10 shares held in NEC ASA.
Following the demerger, NEC ASA will have 468 million shares outstanding, unchanged from before the demerger. Panoro Energy ASA will have 62.1 million shares outstanding, whereby 46.8 million from the demerger and 15.3 million shares from issuing NOK 192.5 million of the previously announced USD 65 million share issue. The balance of shares subscribed in the USD 65 million equity issue will be issued upon the completion or waiver of the conditions for such issue from the investors, at latest on completion of the merger with Pan Petroleum.
Bonds: On completion of the demerger, Panoro Energy ASA assumes obligations as borrower for the NOK 286.5 million NEC01 bond loan. Bond loans remaining in NEC ASA are USD 75 million (NEC02), USD 8.8 million (NEC03), NOK 27 million (NEC04) and USD 17.8 million (NEC05).
All bond loans have been renegotiated with bondholders, who approved a restructuring proposal in December 2009. NEC ASA, Panoro Energy ASA and Norsk Tillitsmann ASA have initiated procedures to finalize the bond restructuring as soon as possible. Under the Norwegian Public Limited Companies Act, section 14-11, NEC ASA and Panoro Energy ASA are prior to the completion of the bond restructuring, jointly liable for the bond debt of NEC01 – 05.
Warrants: NEC ASA will continue to have 75 million (NEC-J) warrants outstanding, whereas Panoro Energy ASA will issue 7.5 million warrants reflecting the 10:1 reverse split of Panoro Energy ASA. The strike price will be decided based on the relative share price performance of NEC ASA and Panoro Energy ASA in the five first trading days in Panoro Energy ASA and reflect the reversed split in respect of the warrants in Panoro Energy ASA. Such warrants will be issued to holders of NEC-J Warrants per end June 14, 2010. Trading in the NEC-J will be suspended until such date.
For further information, please contact:
Richard Boughrum, CFO
Tel: +1 716 (218) 4201
Cell: +1 714 (520) 1702
Email:
S. Dennis Holbrook, Executive Vice President, Regulatory, Public and Investor Relations
Tel: +1 (716) 568 2048
Email: