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NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS STOCK EXCHANGE NOTICE.
Reference is made to Interoil Exploration & Production ASA's ("Interoil" or the "Company") stock exchange notice dated 19 March 2013.
The Company will today publish the Prospectus in connection with the Subsequent Offering, the terms and conditions for which were announced on 19 March 2013. The Financial Supervisory Authority of Norway (Finanstilsynet) has today reviewed and approved the Company's prospectus regarding:
- Listing on Oslo Børs of 200,000,000 new shares issued in connection with a private placement completed on 14 March 2013 at a subscription price per share of NOK 1.00; and
- Subsequent Offering and listing on Oslo Børs of up to 7,882,500 new shares ("Offer Shares") at a price of NOK 1.00 per Offer Share with Allocation Rights for shareholders in Interoil as of close of the Oslo Stock Exchange on 13 March 2013, as registered in the Norwegian Central Securities Depository (VPS) on 18 March 2013 (the "Record Date"), who were not allocated shares in the private placement
and who are not resident in a jurisdiction where such offering would be unlawful, or for jurisdictions other than Norway, would require any filing, registration or similar action (the "Eligible Shareholders").
In the Subsequent Offering, each Eligible Shareholder has been granted non-transferrable allocation rights ("Allocation Rights") corresponding with their pro rata ownership as per Record Date. Eligible Shareholders has received 1.85 Allocation Rights for every one share held based on their shareholding. The number of Allocation Rights issued to each Existing Shareholder has been rounded down to the nearest whole Allocation Right.
Each Allocation Right gives the right to subscribe for and be allocated one Offer Share in the Subsequent Offering. Over subscription in the Subsequent Offering is allowed for Eligible Shareholders.
The following allocation criteria will be used for allotment of Offer Shares in the Subsequent Offering:
The Subscription Period for the Subsequent Offering is from 26 March 2013 to 9 April 2013 at 16:30 CET. Please note that Allocation Rights that are not used to subscribe for Offer Shares before the expiry of the Subscription Period will be of no value and lapse will without compensation to the holder.
Allocation of the Offer Shares is expected to take place on or about 10 April 2013. Notifications of allocated Offer Shares in the Subsequent Offering and the corresponding amount to be paid by each subscriber will be set out in a letter from the VPS, which will be distributed on or about 10 April 2013. It is expected that payment for Offer Shares will be made on 15 April 2013. Trading in Offer Shares on Oslo Børs is expected to commence on or about 17 April 2013. The Offer Shares will be delivered through the facilities of the VPS.
The Manager of the Subsequent Offering is Pareto Securities AS. Pareto Securities was Lead Manager and Bookrunner in the Private Placement whereas RS Platou Markets was Co-Manager.
The Prospectus together with the Subscription Form will be available at www.interoil.no and www.paretosec.com. The Prospectus will also be available free of charge at the business offices of Interoil and Pareto Securities AS.