Statoil ASA: Commencement of subscription period for the Dividend Issue for the third quarter 2017 under the Scrip Dividend P...
February 26 2018 - 1:46AM
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 2017 to
continue the two year scrip dividend programme commencing from the
fourth quarter 2015 (the "Scrip Dividend Programme"). Further
reference is made to the resolution by the board of directors on 25
October 2017 to distribute a dividend of USD 0.2201 (NOK 1.7389, as
announced 15 February 2018) per share for the third quarter
2017 that shareholders can choose to receive either in new shares
in the Company ("Dividend Shares") or in cash.
In connection with the Scrip Dividend Programme for the third
quarter 2017 (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 26 February 2018 and expire at 11:59 p.m.
CET on 9 March 2018 (the "Subscription Period").
Existing Shareholders (as defined below) 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.
Subscription price:
The subscription price will be equal the volume-weighted average
share price over the last two trading days on Oslo Børs 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 around 12 March 2018.
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
received 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 and holders of ADRs on the New York Stock
Exchange as of expiry of 7 February 2018 for, both referred
to as "Existing Shareholders", as registered as of expiry of
9 February 2018 ("the record date") with the Company's
shareholder register in the Norwegian Central Securities Depositary
(Nw. Verdipapirsentralen) for shareholders on Oslo Børs and with
Deutsche Bank Trust Company Americas as the depositary for the ADR
program, 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
around 22 March 2018. The delivery of the Dividend Shares to
shareholders on Oslo Børs is expected to take place on or around 23
March and on or around 26 March 2018 for holders of ADRs on New
York Stock Exchange. Trading in the Dividend Shares on Oslo Børs
and in the ADRs representing Dividend Shares on New York Stock
Exchange is expected to commence on or around 26 March 2018.
Cash payment of the dividend to holders of ordinary shares on
Oslo Børs is expected on or around 23 March and on or around
26 March 2018 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
Helge Hove Haldorsen , vice president for investor relations
USA, tel: + 1 281 2240140
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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