Reference is made to stock exchange announcement from Interoil Exploration & Production ASA (the "Company", ticker "IOX") dated 6 March 2013 regarding the contemplated private placement of shares in the Company. The Company hereby announces that it has raised USD 35 million (NOK 200 million) in gross proceeds through a private placement of 200,000,000 shares, each with a par value of NOK 0.05 at a price of NOK 1.00 per share (the "Private Placement").
The Private Placement took place as an accelerated bookbuilding process and was managed by Pareto Securities AS as Lead Manager and Bookrunner and RS Platou Markets AS as co-manager.
The Private Placement was oversubscribed at the subscription price and was supported by existing shareholders, as well as new institutional investors.
The net proceeds to the Company from the Private Placement will be applied towards improvement of working capital and fund the development program in Colombia as well as fees and expenses, and for general corporate purposes. Completion of the Private Placement also result in an amended bond loan approved in the bondholder meeting on 4 March 2013 which includes extended maturity to March 2016 and cancellation of the amortization due in March 2013.
Notification of allocation and payment instructions for the Private Placement will be sent to the applicants on 14 March 2013 through a notification to be issued by the Bookrunner.
Payment for the allocated shares is expected to take place on or about 19 March 2013. The shares to be issued are expected to be delivered to investors and be tradable on or about 21 March 2013. In the event that the prospectus for listing of the new shares in the Private Placement is not approved by the Norwegian Financial Supervisory Authority and published upon issuance of the new shares, the new shares will be assigned a separate securities number (ISIN) and, pending approval and publication of such prospectus, not be listed or tradable on Oslo Børs. The prospectus is expected to be published as soon as it is approved by the Norwegian Financial Supervisory Authority.
Following the Private Placement and the registration of the share capital increase pertaining thereto with the Norwegian Register of Business Enterprises, the Company will have an issued share capital of NOK 12,388,250 divided into 247,765,000 shares, each with a nominal value of NOK 0.05. The shareholder resolution is attached.
The Board of Directors further proposes to conduct a subsequent repair offering of up to 7,882,500 new shares at NOK 1.00 per share potentially raising gross proceeds of up to NOK 7,882,500 (the "Subsequent Offering"). The Company's shareholders as of 13 March 2013 (as documented by the shareholder register in the VPS as of 18 March 2013), and who are not resident in a jurisdiction where such offering would be unlawful, or would (in jurisdictions other than Norway) require any prospectus filing, registration or similar action, will receive non-transferable subscription rights based on their shareholding as of that date. Shareholders holding 110,000 shares or more as of 13 March 2013 and shareholders allocated shares in the Private Placement will not be eligible to participate in the Subsequent Offering. Funds which are under management by the same company, group of companies, fund manager(s) or similar may be treated as one shareholder when applying these limitations. The shares in the Company will trade excluding the right to participate in the Subsequent Offering from today, 14 March 2013.
Oslo, 14 March 2013
For more information please contact:
Thomas J. Fjell
Mob: +47 958 15 300
This notice is not for distribution to United States news services or for dissemination in the United States, Canada, Japan or Australia or elsewhere where such dissemination is not appropriate. The contents of this announcement have been prepared by and are the sole responsibility of Interoil Exploration and Production ASA (OSE ticker code "IOX "). Pareto and RS Platou Markets are acting exclusively for IOX and no one else and will not be responsible to anyone other than IOX for providing the protections afforded to their respective clients, or for advice in relation to the contemplated Private Placement and the
contents of this announcement or any of the matters referred to herein.
The distribution of this announcement and other information in connection with the Private Placement may be restricted by law in certain jurisdictions. Persons into whose
possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
This announcement may not be used for, or in connection with, and does not constitute, any offer to sell, or an invitation to purchase, any securities. The Private Placement will not be made in any jurisdiction or in any circumstances in which such offer or solicitation would be unlawful. The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended, and may not be offered or sold in the United States or to US persons unless the securities are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available. No public offering of the securities will be made in the United States.
Certain statements contained herein that are not statements of historical fact, may constitute forward-looking statements. Forward -looking statements involve known and unknown risks, uncertainties and other factors that could cause the actual results or events concerning the Company to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. None of the Company, the managers or any of their affiliates or advisors provide any assurance that the assumptions underlying such forward-looking statements are free from errors nor do any of them accept any responsibility for the future accuracy of the opinions expressed in this
press release or the actual occurrence of the forecasted developments. Except as may be required by applicable law or stock exchange regulation, neither the Company nor the managers, or any of their affiliates or advisors, assume any obligation to update any forward-looking statements or to confirm these forward-looking statements to actual results.
This information is subject of the disclosure requirements set out in Section 5-12 of the Norwegian Securities Trading Act.