Alliance Oil Company Ltd
Alliance Oil announces preference share issue
Alliance Oil Company Ltd 28.11.2012 07:30 Dissemination of a Adhoc News, transmitted by DGAP - a company of EquityStory AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, WITHIN OR TO AUSTRALIA, HONG KONG, JAPAN, CANADA, SWITZERLAND, SINGAPORE, SOUTH AFRICA, USA OR ANY OTHER JURISDICTION WHERE DISTRIBUTION OF THIS PRESS RELEASE WOULD BE UNLAWFUL -- Alliance Oil today announces a transaction through which the company aims to raise at least SEK 675 million (equivalent to approx. USD 100 million[1]) through issuance of preference shares -- The proceeds from the offering will primarily be used for the long term funding of the recently acquired gas licenses in the Tomsk region and exploration licences in the Timano-Pechora region in Russia, as well as for general corporate purposes. -- The offering comprises issuance of a minimum of 2.7 million preference shares issued at a subscription price of SEK 250 - 300 per preference share. The preference shares will constitute a new share class in the company. -- Annual preference share dividend is set at SEK 30 per share, paid quarterly with SEK 7.50, corresponding to a yield of 10 - 12% depending on final subscription price. -- The transaction is conditional on necessary resolutions being passed on the special general meeting scheduled for 14 December 2012 (please see separate press release regarding special general meeting). -- The subscription period runs from 3 - 14 December 2012. The subscription period might be extended. -- Preliminary first day of trading on NASDAQ OMX Stockholm is 28 December 2012. 'In recent months we have expanded the company's oil and gas asset base, further growing hydrocarbon reserves and providing the basis for further production growth. Through the introduction of a new class of preferential shares, we aim to maintain the strength of the company's balance sheet and add further financial flexibility, following these investments. The preference shares offer our existing and new investors the opportunity to participate in the company's further development through a high yielding financial instrument.' Arsen Idrisov, Managing Director of Alliance Oil Company Ltd. Background and reasons Alliance Oil Company Ltd. ('Alliance Oil' or the 'Company') is a leading independent oil and gas company with vertically integrated operations in Russia and Kazakhstan. Following the recently announced acquisition of LLC SN-Gazdobycha, Alliance Oil's upstream operations have proven and probable reserves of 760 million barrels of oil equivalent[2], significant resource potential, and the Company's downstream operations include the Khabarovsk refinery and the leading network of gas stations and wholesale oil products terminals in the Russian Far East and in the Republic of Buryatia in Russia. Alliance Oil's operating strategy has in recent years focused on expanding oil reserves and production in Timano-Pechora and strengthening the position on oil product markets in the Russian Far East, which includes the modernisation of the Khabarovsk refinery. In 2007, Alliance Oil's (under its previous name WSR) ordinary shares, represented by SDRs, were listed on NASDAQ OMX Stockholm. In addition to its NASDAQ OMX Stockholm listed SDRs, the Company has also financed its operations with bank loans, Russian ruble and U.S. dollar denominated bonds and U.S. dollar denominated convertible bonds. The market for preference shares in Sweden has grown and become more sophisticated during 2011 and 2012 and the Company believes that issuing preference shares, on terms attractive to both investors and the Company, could complement its existing financing sources well. The preference shares will constitute a new share class in the Company. Through the contemplated transaction, the Company aims to raise at least SEK 675 million (equivalent to approx. USD 100 million[3]). The Company intends to use the proceeds primarily for the long term funding of the recently acquired gas licenses in the Tomsk region (SNGD) and exploration licences in the Timano-Pechora region in Russia, as well as for general corporate purposes. The Offering The Company's board of directors today proposed that the special general meeting on 14 December 2012 resolves to amend the Company's Bye-Laws and authorises the board of directors to resolve to offer Swedish and international institutional investors as well as the general public in Sweden, including the Company's existing shareholders, holders of convertible bonds and interest bearing bonds, to subscribe for a minimum of 2.7 million and a maximum of 5.3 million preference shares for a subscription price of SEK 250 - 300 per preference share (the 'Offering'). The subscription price will be determined in a book building process with institutional investors and announced by the Company on 17 December 2012. The preference shares entitle holders to an annual dividend of SEK 30 per preference share, paid quarterly with SEK 7.50. Any dividend is subject to resolution by the general meeting, normally at the annual general meeting. Preference shares have priority to dividend over dividends on ordinary shares. In case of over-subscription in the Offering, holders of ordinary shares, interest bearing bonds and convertible bonds in the Company who have subscribed for preference shares will be given special consideration in allocations. If the Offering is carried out, the total number of shares in the Company will increase by 2.7 - 5.3 million shares to 174.3 - 176.8 million shares corresponding to a dilution effect of 1.6 - 3.1 percent of the capital and 0.2 - 0.3 percent of the votes. The Company has applied for the preference shares to be listed on NASDAQ OMX Stockholm. Listing is subject to the listing requirement of reaching a minimum number of investors of the preference shares. Preliminary first day of trading is 28 December 2012. Preliminary key dates Prospectus made public 3 December 2012 Subscription period 3 - 14 December 2012 Special general meeting 14 December 2012 Announcement of outcome 17 December 2012 Settlement date 20 December 2012 First day of trading on NASDAQ OMX Stockholm 28 December 2012 Other Carnegie acts as Global Coordinator and Joint Bookrunner and Swedbank acts as Joint Bookrunner in the transaction. Baker & McKenzie acts as legal advisor to Alliance Oil in relation to the transaction. For further information please contact: Arsen Idrisov, Managing Director, Alliance Oil, Tel.: +7 495 777 18 08 Eric Forss, Chairman, Alliance Oil, Tel.: +46 8 611 49 90 Jakob Sintring, investor relations, Alliance Oil, Tel.: +46 70 207 90 18 Also visit www.allianceoilco.com Important information This press release is not an offering to subscribe for securities in Alliance Oil. A prospectus for the Offering in this press release and the subsequent listing of the preference shares on NASDAQ OMX Stockholm will be approved by the Swedish Financial Supervisory Authority (the 'SFSA') on or around 30 November 2012 and made public on or around 3 December 2012. The prospectus will be available on the webpages of Alliance Oil, Carnegie, Swedbank and the SFSA. The distribution of this press release may in certain jurisdictions be subject to legal restrictions, and persons who access it, or part of it, should familiarize themselves with and comply with such legal restrictions. The information in this press release does not constitute an offering to sell securities or solicitation to buy securities; neither shall there be any sale of the securities referred to herein in any jurisdiction in which such an offering or solicitation to buy or sell would require the production of additional prospectuses or any other offering documents, or would not be legal without registration or applicable exemptions from registration pursuant to securities legislation in such jurisdictions. This press release neither constitutes, nor represents part of an offering or solicitation of an offering to buy or subscribe for securities pursuant to the US Securities Act of 1933, as amended ('Securities Act'), and any securities referred to herein may not be offered or sold in the United States of America without registration in accordance with the Securities Act or exemptions related to it. The securities referred to herein are not offered to the public in the United States of America and copies of this press release will not be made available and may not be distributed or sent, wholly or in part, directly or indirectly to the United States of America, Australia, Canada, South Africa, Switzerland, Hong Kong or Japan. Carnegie and Swedbank are acting on behalf of the Company and for no other party in connection with the Offering and will not be liable to any party except the Company as agreed between the parties. Carnegie and Swedbank do not accept any responsibility whatsoever and do not provide any guarantee, either explicitly or implicitly, regarding the content of this document, including its accuracy, its comprehensiveness or its verification, or for any statement that has been made or is intended to be made by these or on their behalf in connection with the Company and the Offering and nothing in this press release is or shall be relied upon as an undertaking or commitment in this respect, irrespective of the future or the past. In accordance herewith, Carnegie and Swedbank completely disclaim liability to the extent permitted by law, as well as all liability, regardless of whether it pertains to damages, agreements or any other matter that it would otherwise have had in respect of this press release or any such statement. This press release has not been approved by any authority. This press release is not a prospectus and investors should not subscribe for or purchase securities referred to in this press release, except for those based on information in the prospectus that will be published in accordance with the above. This press release contains forward-looking statements that reflect executive management's current view of future events and potential financial development. While Alliance Oil believes that the expectations described in such statements are reasonable, there is no guarantee that these forward-looking statements will be realized or correct. Consequently, as a result of various factors, the outcome of such statements could differ significantly from the forward-looking statements. The reader is urged to read this press release and the prospectus and any information incorporated through reference therein for a further discussion of the factors that could affect Alliance Oil's future performance and the markets and industries where the Company is active. In the light of these risks, uncertainties and assumptions, it is possible that the events described in the forward-looking statements in this press-release will not be known. _______________________________________________________________ Alliance Oil Company Ltd is a leading independent oil and gas company with vertically integrated operations in Russia and Kazakhstan. Alliance Oil has proved and probable reserves of 760 million barrels of oil equivalent and downstream operations that includes the Khabarovsk refinery and the leading network of gas stations and wholesale oil products terminals in the Russian Far East. Alliance Oil's depository receipts are traded on the NASDAQ OMX Stockholm under the symbol AOIL SDB. [1]Based on a SEK/USD rate of 6.70 [2]As evaluated by DeGolyer and MacNoughton under SPE standards as 31 December 2011 and 29 February 2012. [3]Based on a SEK/USD rate of 6.70. News Source: NASDAQ OMX 28.11.2012 DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- Language: English Company: Alliance Oil Company Ltd Sweden Phone: Fax: E-mail: Internet: ISIN: SE0000739286 WKN: End of Announcement DGAP News-Service ---------------------------------------------------------------------------
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