Statoil ASA: Commencement of subscription period for the Dividend Issue for the second quarter 2016 under the Scrip Dividend ...
November 21 2016 - 1:55AM
NOT FOR RELEASE IN OR INTO CANADA, JAPAN, AUSTRIA, POLAND,
ESTONIA, ICELAND OR ANY OTHER JURISDICTION IN WHICH THE RELEASE
WOULD BE UNLAWFUL
Reference is made to the previous announcements by
Statoil ASA (OSE:STL, NYSE:STO, the "Company") regarding the
resolution made by the annual general meeting on 11 May 2016 to
approve the two year scrip dividend programme commencing from the
fourth quarter 2015 (the "Scrip Dividend Programme") and to
distribute a dividend of USD 0.2201 (NOK 1.8068, as announced 9
November 2016) per share for the second quarter 2016 that
shareholders can choose to receive either in new shares of the
Company ("Dividend Shares") or in cash.
In connection with the Scrip Dividend Programme for the second
quarter 2016 (the "Dividend Issue"), the Company will issue up to
160,000,000 Dividend Shares, each with a nominal value of NOK 2.50
per share, for subscription by Existing Shareholders (as described
below). A prospectus will not be prepared for the Dividend Issue.
The Terms and Conditions for subscription of Dividend Shares are
available on www.statoil.com/scrip.
Subscription period:
The subscription period for the Dividend Issue will commence at
09:00 a.m. CET on 21 November 2016 and expire at 23:59 p.m. CET on
2 December 2016 (the "Subscription Period"). The subscription
period for holders of American Depositary Receipts (ADRs) will be
set by Deutsche Bank Trust Company Americas as the depositary for
the ADR program in the US.
Existing Shareholders who have not subscribed for Dividend
Shares at the time of expiry of the Subscription Period will
receive their dividend in cash without any action on their part on
or about 16 December 2016 in respect of shareholders on Oslo Børs
(Oslo Stock Exchange) and on or about 19 December 2016 in respect
of ADR holders on New York Stock Exchange.
Subscription price:
The subscription price will be equal the volume-weighted average
share price over the last two trading days on Oslo Stock Exchange
of the Subscription Period for the Dividend Issue, with a deduction
for a discount of 5%. The subscription price is expected to be
announced on or about 5 December 2016.
Subscription procedures:
Subscriptions for Dividend Shares can be made electronically via
VPS' online subscription system. A link to the subscription system
can be found on www.statoil.com/scrip. Existing Shareholders who
are considered eligible to subscribe for Dividend Shares have or
will receive a letter from the Company with personal log in details
to the VPS subscription system.
ADR holders under the ADR program in the US may make their
election through Deutsche Bank as the depositary for the ADR
program.
Eligibility to participate in the Dividend Issue:Only
shareholders of Statoil as of expiry of 31 October 2016 for holders
of ADRs on the New York Stock Exchange, and as of expiry of 1
November 2016 for shareholders on Oslo Børs, both referred to as
"Existing Shareholders", as registered with Deutsche Bank Trust
Company Americas as the depositary for the ADR program and the
Company's shareholder register with the Norwegian Central
Securities Depositary (Nw. Verdipapirsentralen) for shareholders on
Oslo Børs, as of expiry of 3 November 2016 ("the record date") will
be eligible to either subscribe for Dividend Shares in the
Subscription Period or to receive their dividend in cash.
The subscription for Dividend Shares by persons located in, or
resident of countries other than Norway, may be affected by the
laws of the relevant jurisdiction. The Dividend Shares may not be
subscribed for by Existing Shareholders located in, or resident of,
jurisdictions in which the subscription for Dividend Shares would
be unlawful. Existing Shareholders located in, or resident of
countries other than Norway, should inform themselves as to whether
restrictions apply to the Dividend Issues and consult their
professional advisors if they are in any doubt about any of the
contents or application of these restrictions.
Settlement:
The issue of the Dividend Shares is expected to take place on or
about 15 December 2016. The delivery of the Dividend Shares to
shareholders on Oslo Børs is expected to take place on or about 16
December 2016 and on or around 19 December 2016 for holders of ADRs
on New York Stock Exchange. Trading in the Dividend Shares on the
Oslo Stock Exchange and in the ADRs representing Dividend Shares on
New York Stock Exchange is expected to commence on or about 19
December 2016.
Cash payment of the dividend to holders of ordinary shares on
Oslo Børs is expected on or about 16 December and on or about 19
December 2016 for ADR holders on New York Stock Exchange.
Interests held through financial
intermediaries:
Shareholders, who are eligible for participation in the Dividend
Issue and who hold their Shares through a financial intermediary
and wish to subscribe for Dividend Shares in the Dividend Issue,
should instruct their financial intermediary to subscribe for
Dividend Shares in accordance with the applicable instructions
received from such financial intermediary. The financial
intermediary will be responsible for collecting exercise
instructions from the shareholders and for informing the Company of
their subscription instructions.
DNB Bank ASA, Registrars Department (tel.: +47 23 26 80 20) is
acting as Receiving Agent for the Dividend Issue.
Contact persons:
Peter Hutton, senior vice president for investor relations, Tel:
+44 7881 918 792
Morten Sven Johannessen, vice president for investor relations
USA, Tel: + 1 203 570 2524
This information is subject to the disclosure requirements
pursuant to section 5 -12 of the Norwegian Securities Trading
Act.
This announcement and the information contained herein does not
constitute or form a part of, and should not be construed as, an
offer for sale or subscription for or solicitation or invitation of
any offer to subscribe for or purchase of dividend shares or any
other securities of the Company and cannot be relied on for any
investment contract or decision.
It may be unlawful to distribute this announcement in certain
jurisdictions. This announcement is not for distribution in any
jurisdiction in which prior registration or approval is required
for that purpose. No steps have been taken or will be taken in any
jurisdiction outside of Norway in which such steps would be
required. No competent authority or any other regulatory body has
passed upon the adequacy of this document or approved or
disapproved the distribution of dividend shares outside of Norway.
Any representation to the contrary may be a criminal offense.
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