Result of EGM
August 10 2001 - 6:03AM
UK Regulatory
RNS Number:3282I
Sodra Petroleum AB
10 August 2001
Sodra Petroleum AB announces that it's parent company Lundin Oil AB (Lundin)
has today issued the following:
TALISMANS OFFER PASSED ANOTHER MILESTONE AS LUNDIN OIL AB SHAREHOLDERS APPROVE
THE SPIN OFF OF LUNDIN PETROLEUM AB
Extraordinary General Meeting of Lundin Oil AB was held in Stockholm on August
9, 2001.
The Meeting resolved, in accordance with the Board of Directors' proposal
- to introduce a new class of shares, C-shares, which can be
issued in order to restore the share capital and share premium reserve
in conjunction with distribution of the shares in the subsidiary
Lundin Petroleum AB;
The Meeting further resolved, subject to Talisman Energy AB declaring the
public offer, which was made to the shareholders and warrant holders in Lundin
Oil on June 20, 2001, unconditional:
* to reduce the share capital and the share premium reserve with repayment
to the shareholders through distribution of all Lundin Oil's shares in the
subsidiary Lundin Petroleum AB. The distribution shall take place in the
form of distribution rights which each entitle the holder to one share in
Lundin Petroleum. The distribution rights shall be converted automatically
into shares in Lundin Petroleum following registration of the resolutions
to reduce the share capital and to issue new shares (see below). The
record date for receiving distribution rights is August 16, 2001.
Commencing August 14, 2001 shares in Lundin Oil will be traded exclusive
of the right to receive distribution rights;
* to issue not less than 17,000,000 and not more than 22,000,000 class C
shares at a price of SEK 36.50 per share. The new shares are issued in
order to restore the share capital and share premium reserve and shall be
subscribed for by Talisman Energy AB;
* to elect a new Board of Directors consisting of Johan Gernandt, Carl
Bildt and Kevin Dunne. In the event the condition is fulfilled and the new
Board takes office, all present Directors of the Board, with the exception
of Carl Bildt, will thus resign;
* to change the exercise period for certain outstanding warrants issued by
the AGM in Lundin Oil on May 4, 2000 which entitle to subscription of new
shares during the period May 22, 2002 - May 22, 2003. The new exercise
period is August 10, 2001 - May 22, 2003;
* to ratify the resolution by the EGM of Lundin Petroleum AB on June 20,
2001 to issue debentures with detachable warrants attached. The debentures
shall be subscribed for by a wholly owned subsidiary of Lundin Petroleum
AB which shall detach the warrants and transfer them to employees in
Lundin Petroleum.
For further information, please contact:
Ian H Lundin
President
Tel: +41 22 319 66 00
Or
Maria Hamilton
Corporate Communications
Tel: +46 8 440 54 50
To non-US holders of Global Depositary Receipt in Lundin Oil AB
Holders of Global Depositary Receipts in Lundin Oil ("GDSs") who are not "U.S.
persons" and who desire to receive the Lundin Petroleum shares should
surrender their GDSs to Morgan Guaranty Trust Company of New York ("the GDS
Depositary") for cancellation of the GDSs and the delivery of the underlying
Lundin Oil Class B shares prior to the record date for the distribution by
Lundin Oil of rights that will convert into the Lundin Petroleum shares. This
record date will be as of the close of trading in Stockholm on August 16,
2001, and it is recommended that such non-U.S. holders of GDSs who wish to
receive Lundin Petroleum shares surrender their GDSs to the GDS Depositary for
cancellation before the close of trading on August 13, 2001. Holders of GDSs
who desire to cancel their GDSs and receive the underlying Lundin Oil Class B
shares may be required to establish a brokerage account in Sweden for the
receipt of the underlying Lundin Oil Class B shares. It is solely the
responsibility of a GDS holder who wishes to receive Lundin Petroleum shares
to make appropriate arrangements to surrender their GDSs in a timely fashion
and Lundin Oil assumes no responsibility for these arrangements.
The GDS Depositary will close its books, and thus no additional GDSs will be
issued in exchange for Lundin Oil Class B shares and no Lundin Oil GDSs will
be cancelled, from the close of trading on August 13, 2001 until after the GDS
Record Date.
Notes for editors:
1. Lundin is the parent company of Sodra by virtue of its holding of
40,506,500 Ordinary Shares of SEK0.05 each. The 40,506,476 Convertible Shares
of SEK0.05 each in Sodra listed on the AIM market are effectively convertible
into the right to subscribe for B Shares in Lundin in November 2001. Upon
exercise of the conversion right, for every 12 Convertible Shares, the holder
will receive a warrant to subscribe for 1 new Lundin B Share at the nominal
value of SEK0.50.
2. Convertible Shares in Sodra are also listed on the New Market of the
Stockholm Stock Exchange. Lundin B Shares are currently quoted on the
Stockholm Stock Exchange, Toronto Stock Exchange and the Nasdaq National
Market.
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