Completion of the demerger of AGR Group ASA – Information about the Exchange Offer
Oslo Stock Exchange was announced of the following:
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Oslo, 7 August 2013. Reference is made to the stock exchange notice from AGR Group ASA (“AGR Group
”) of 6 August 2013 regarding consummation of the demerger of AGR Group’s two business areas, the Petroleum Services business and Drilling Services business, by spinning off the Drilling Services business into a new non-listed private limited liability company, EDS Group AS (“EDS Group
”). The demerger was registered with the Norwegian Register of Business Enterprises and completed with effect as of 6 August 2013. At the same time, EDS Group was incorporated, by registration with the Norwegian Register of Business Enterprises.
Following completion of the demerger, the share capital of AGR Group is NOK 139,050,680.16 divided into 124,152,393 shares, each with a nominal value of NOK 1.12. At the same time, EDS Group is incorporated with a share capital of NOK 109,254,105.84, divided into 124,152,393 shares, each with a nominal value of NOK 0.88, issued as consideration to the shareholders in AGR Group, which is distributed to the shareholders in AGR Group in the same ratio as the shares held by them in AGR Group. One share in AGR Group gives the right to receive one share in EDS Group, reflecting the distribution of actual value between the companies.
As announced on the stock exchange notice of 6 August 2013, 6 August 2013 was the last day of trading in the AGR Group shares giving right to the EDS Group shares (being the Drilling Services business), and today, 7 August 2013, is the first day of trading in the AGR Group share without giving right to the EDS Group shares (“Ex. Date
”). To meet potential preference among investors to hold shares in a publicly listed company rather than in a privately held company, AGR Group, on a stock exchange notice of 17 April 2013, announced that it would seek to facilitate a swap following completion of the demerger.
The swap will consist of (i) an offer to existing shareholders of EDS Group as of 6 August 2013 (and being registered as such in the Norwegian Central Securities Depository (the “VPS
”) on the 9 August 2013 (the “Record Date
”) pursuant to the three days’ settlement procedure) except for (a) Altor Oil Service Invest AS (“Altor
”), and (b) shareholders being resident in a jurisdiction where the EDS Exchange Offer (as defined below) would be unlawful or in a jurisdiction, other than Norway, where the making of the EDS Exchange Offer would require any filing, registration or similar action (the “EDS Shareholders
”) to apply for an exchange of up to all of its shares in EDS Group (the “EDS Shares
”) into shares in AGR Group (the “AGR Shares”) (the “EDS Exchange Offer
”) and (ii) an offer to existing shareholders of AGR Group as of 6 August 2013 (and being registered as such in the VPS on the Record Date) except for (a) Altor, and (b) shareholders being resident in a jurisdiction where the AGR Exchange Offer would be unlawful or in a jurisdiction, other than Norway, where the making of the AGR Exchange Offer would require any filing, registration or similar action (the “AGR Shareholders
”) to apply for an exchange of its AGR Shares into EDS Shares (the “AGR Exchange Offer
” and together with the EDS Exchange Offer, the “Exchange Offer”).
The exchange ratio is 44/56, being equal to the exchange ratio of the demerger, whereby each EDS Share held by an EDS Shareholder gives the right to exchange one EDS Share for 0.7857 AGR Share under the EDS Exchange Offer, and whereby each AGR Share held by an AGR Shareholder gives the right to apply for an exchange of one AGR Share for 1.2727 EDS Share under the AGR Exchange Offer, however, so that the maximum number of EDS Shares being made available for the AGR Shareholders are limited to the total number of EDS Shares actually being tendered for exchange by the EDS Shareholders under the EDS Exchange Offer. Subject to the number of the exchanged EDS Shares or AGR Shares not ending up in whole AGR Shares or EDS Shares, respectively, the remaining value will be settled in cash, however, so that any remaining value of less than NOK 10 will not be settled.
Altor will only participate in the Exchange Offer as necessary in order to guarantee for full settlement of AGR Shares under the EDS Exchange Offer. In the event that not all EDS Shares being tendered for exchange under the EDS Exchange Offer are covered by a corresponding amount of EDS Shares applied for under the AGR Exchange Offer, Altor has undertaken to settle such uncovered demand for AGR Shares by exchanging the remaining tendered EDS Shares with AGR Shares held by Altor. No such guarantee has been given for the AGR Exchange Offer. Hence, there is no guarantee that AGR Shareholders will be allocated the full amount of EDS Shares applied for under the AGR Exchange Offer.
The application period will commence on 12 August 2013 and expire at 16:30 hours, Central European Time (“CET
”), on 26 August 2013 (the “Application Period
”). On the same day, the AGR Shares and EDS Shares are expected to be allocated. Settlement of AGR Shares and EDS Shares under the Exchange Offer is expected to take place on or about 29 August 2013 through the facilities of the VPS.
Information describing the Exchange Offer, including a prospectus, will be distributed to all eligible shareholders on or about 12 August 2013.
Arctic Securities ASA is acting as Settlement Agent under the Exchange Offer.
For further information, please contact:
AGR Group CFO, Svein Sollund, at +47 918 06 910.
This announcement is not and does not form a part of any offer for sale of securities.
These materials are not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Hong Kong or Japan or in other jurisdictions where such distribution is not lawful. These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933 (the "Securities Act
"). There will be no public offer of securities in the United States.
The contemplated offering of AGR Shares and/or EDS Shares, the exercise of application rights contemplated to be offered in the Exchange Offer and the application of AGR Shares and/or EDS Shares are subject to specific legal or regulatory restrictions in certain jurisdictions. AGR Group assumes no responsibility in the event there is a violation by any person of such restrictions.
This stock exchange notice is for information purposes only and has not been approved by any regulatory authority. It is not a prospectus, disclosure document or offering document and does not purport to be complete. Nothing in this stock exchange release should be interpreted as a term or condition of the Exchange Offer. Investors should not subscribe for, purchase, otherwise acquire, sell or otherwise dispose of rights and/or ordinary shares except on the basis of information in the prospectus to be published by AGR Group in due course in connection with the exchange Offer (the "Prospectus
") which will contain further information relating to AGR Group as well as a summary of the risk factors to which any investment is subject. This stock exchange notice does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to acquire any securities offered by any person in any jurisdiction in which such an offer or solicitation is unlawful.
The distribution of this stock exchange notice and/or the Prospectus into jurisdictions other than Norway may be restricted by law. Persons into whose possession this stock exchange notice and/or the Prospectus come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
Arctic Securities ASA is acting for AGR Group and no one else in connection with the Exchange Offer and will not be responsible to anyone other than AGR Group for providing the protections afforded to their respective clients or for providing advice in relation to the Exchange Offer and/or any other matter referred to in this document.
This document and any materials distributed in connection with this document may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect AGR Group's current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements, including the risks and uncertainties to be set out in the Prospectus.