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2009-03-21 15:21:19 CET 2009-03-21 15:22:08 CET REGULATED INFORMATION Atlantic Petroleum P/F - Company AnnouncementResult of Annual General Meeting 21st March 20091. Ingi Højgaard was elected as Chairman of the General Meeting. 2. The Chairman of the Board presented the Board of Directors' statement of the Company's activity during 2008. 3. The audited Annual Accounts were presented and approved by the General Meeting. 4. It was decided to carry forward the loss from 2008 to next year. 5. Two of five Board Members were up for election for a period of two years: Poul Mohr and Petur Even Djurhuus. They were re-elected. The Board of Directors decided that Kjartan Hoydal continues as Chairman of the Board and Poul Mohr as deputy Chairman.. 6. As proposed it was decided to re-elect P/F Grannskoðaravirkið INPACT statsaut. revisorar, R. C. Effersøesgøta 26, 100 Tórshavn as auditors, for the period until the next Annual General Meeting. 7. The proposed inclusion of § 3 D and the proposed amendment of § 3 to the Articles of Association of the Company was approved. A) §3 D is now as follows: Sub clause 1. Until the 31st of December 2010 the Board of Directors has authority - in one or several rounds - to issue convertible bond or other convertible debt instrument for loans of up to the amount of DKK 56,000,000 which gives the lender the right to convert his claim of repayment into share capital in the company. Convertible bonds or other convertible debt instruments can be issued without any pre-emptive rights for existing shareholders. Based on the decision of the Board of Directors the payment of convertible bond or other convertible debt instrument can be made either in cash, fully or partially by way of conversion of other debt of the Company into convertible bonds or other convertible debt instrument or in other values than cash, this including that the Company in connection with the issue of convertible bonds or other convertible debt instruments against consideration in convertible bonds or other convertible debt instruments takes over existing enterprises, activity or company or shares in other company (merger); that the company in connection with the issue of convertible bonds or other convertible debt instruments without consideration in convertible bonds or other convertible debt instruments accepts such other values. Sub clause 2. The Board of Directors is empowered to increase the share capital accordingly in case of conversion of the convertible bonds or other convertible debt instruments into share capital. The Board of Directors decides the terms of the convertible bond or other convertible debt instrument and the terms for subscription of shares by conversion of convertible bonds or other convertible debt instrument into share capital based on the authority delegated in this clause with the restriction that the following conditions shall apply to the subscription of said share capital: 1. The share capital will have the same rights in the Company as the existing share capital; 2. The shares shall be made out to a named holder and are negotiable; 3. The shareholders are not obliged to redeem their shares; 4. The new shares are also encompassed by the following restriction on ownership rights and voting rights: No shareholder can hold more than 20% of the Company's share capital, and no one can vote at the general meeting with more than 20% of the votes. Legal persons who are mutually so closely connected that one of them has decisive influence on the matters of the other will be considered as one in connection with this limitation of ownership rights and voting rights so that these legal persons together only can own and vote for not more than 20% of the share capital. As examples of close connections between legal persons falling under this clause are • internal relationships between limited companies which according to the regulations in section 2 in the Companies act are regarded as belonging to the same group; • internal relationships between other legal persons and limited companies in which these other legal persons own more than or can votes for more than 50% of the limited company's share capital; • internal relationships between public institutions. 5. The shares have a nominal value of DKK 100.00 and multiples hereof. 6. The shares can be issued without pre-emptive rights of subscription for existing shareholders. B) The fiures in § 3 sub-clause 1 , are now as follows: • “31st December 2010”; • “kr. 175.000.000”; • this has been added into the end of § 3 sub-clause 1: “Payment of increase in the share capital can further fully or partially be made by way of debt conversion.” Apart from this, § 3 remains unchanged. The said § 3 has now this wording in full length: “Sub clause 1. Until the 31st December 2010 the Company's Board of Directors has authority - in one or several rounds - to increase the Company's share capital with up to DKK 175.000.000. The increase of the share capital can fully or partially be made in other values than cash, this including that the company in connection with the increase of share capital against consideration in shares takes over other existing enterprise, activity or company or shares in other company (merger) that the company in connection with the increase of share capital without consideration in shares accepts such other values. Payment of increase in the share capital can further fully or partially be made by way of debt conversion. Sub clause 2. For subscription of new share capital based on authority in this clause the following conditions shall apply: 1. The share capital will have the same rights in the Company as the existing share capital; 2. the shares shall be made out to a named holder and are negotiable; 3. the shareholders are not obliged to redeem their shares; 4a. The new shares are also encompassed by the following restriction on ownership- and voting rights: No shareholder can hold more than 20% of the company's share capital, and no one can vote at the general meeting with more than 20% of the votes. Legal persons, who are mutually so closely connected that one of them has decisive influence on the matters of the other, will be considered as one in connection with this limitation of ownership- and voting right, so that these legal persons together only can own and vote for not more than 20% of the share capital. As examples of close connection between legal persons which fall under this clause are: a. internal relationships between limited companies which according to the regulations in section 2 of the Companies Act are regarded as belonging to the same group; b. internal relationships between other legal persons and limited companies, in which these other legal persons own more than, or can vote for more than 50% of the limited company's share capital; c. internal relationships between public institutions. 5 Subscription of new share capital can be made without pre-emptive rights of subscription for existing shareholders. There are no limitations on the pre-emptive rights of subscription in the new share capital in future capital increases, with the exception of the provision stipulated in item 4a. 6. The shares have a nominal value of DKK 100,00 and multipla hereof. 7. If an invitation is made to subscribe to new share capital in the Company, without pre-emptive rights to the present shareholders, the subscription shall be made at market value. 8. In case of an oversubscription the company's Board of Directors is free to decide how the share capital offered for subscription - which is not subscribed as of pre-emption rights of subscription - shall be divided among those, who have offered to subscribe. Please find enclosed amended Articles of Association in Faroese and English. In case of any discrepancy between the two versions, the Faroese version will prevail. Further Details Further details can be obtained from Wilhelm Petersen, Managing Director, tel +298 350100 (wilhelmp@petroleum.fo) or Teitur Samuelsen, Financial Manager, tel +298 350100 (teiturs@petroleum.fo). This announcement will be available, together with other information about Atlantic Petroleum, on the Company's website: www.petroleum.fo Announcement no. 8/2009 Issued 21-03-2009 P/F Atlantic Petroleum Gongin 9 Telephone +298 350 100 Box 1228 Fax +298 350 101 FO-110 Tórshavn Website: www.petroleum.fo Faroe Islands |
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