Statoil ASA: Commencement of subscription period for the Dividend Issue for the third quarter 2016 under the Scrip Dividend P...
March 13 2017 - 2:47AM
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 1.8384, as announced
1 March 2017) per share for the third 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 third
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 13 March
2017 and expire at 23:59 p.m. CET on 24 March 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 7 April 2017 in respect of shareholders on Oslo Børs
(Oslo Stock Exchange) and on or about 10 April 2017 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 27 March
2017.
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 17 February 2017 for
holders of ADRs on the New York Stock Exchange, and as of expiry of
21 February 2017 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 23 February 2017 ("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 7 April 2017. The delivery of
the Dividend Shares to shareholders on Oslo Børs is expected to
take place on or about 7 April 2017 and on or around 10 April
2017 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 10 April 2017.
Cash payment of the dividend to holders of ordinary shares on
Oslo Børs is expected on or about 7 April and on or
about 10 April 2017 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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