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PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT IS NOT A
PROSPECTUS AND DOES NOT CONSTITUTE A PUBLIC OFFER OF ANY OF THE SECURITIES
DESCRIBED HEREIN.
Oslo, 24 February 2026
Panoro Energy ASA (the “Company” or “Panoro” with OSE ticker: “PEN”) announces,
in connection with having entered into a definitive agreement with Kosmos Energy
Operating (listed on the New York Stock Exchange and London Stock Exchange)
(“Kosmos”) to acquire the entire share capital of Kosmos International
Petroleum, Inc. which indirectly owns a 40.375 per cent non-operated interest in
Block G offshore Equatorial Guinea (the “Acquisition”), a private placement (the
“Private Placement”) of up to approx. NOK 467 million, equivalent to up to
approx. USD 49 million, through the issuance of up to 19,999,999 new shares
(“Offer Shares”), consisting of: (i) one fully underwritten tranche of
11,694,400 Offer Shares (“Tranche 1”), which equals the maximum number of new
shares the Company’s board of directors (the “Board”) may issue pursuant to the
existing board authorization to increase the Company’s share capital granted by
the Company’s annual general meeting held on 21 May 2025 (the “Board
Authorization”), and (ii) a fully pre committed second tranche of up to
8,305,599 Offer Shares (“Tranche 2”), to be issued by, and subject to approval
from, an extraordinary general meeting in the Company to be held on 20 March
2026 (the “EGM”), which will be summoned separately and in due course after the
notification of allocation in the Private Placement. For further details related
to the Acquisition, please see the separate press release issued today by
Panoro.
Panoro has engaged SB1 Markets AS as sole bookrunner (the “Sole Bookrunner”) and
Clarksons Securities AS as co-manager (the “Co-Manager”, and together with the
Sole Bookrunner, the “Managers”) in the Private Placement.
The subscription price per Offer Share (the “Offer Price”) is fixed at NOK 23.35
per share, equal to the closing price of the Company’s shares on Euronext Oslo
Børs (the “OSE”) on 24 February 2026.
The application period will commence today 24 February 2026 at 22:15 hours (CET)
and close on or before tomorrow 25 February 2026 at 08:00 hours (CET) (the
“Application Period”). The Company may, at its sole discretion, extend or
shorten the Application Period at any time and for any reason. If the
Application Period is shortened or extended, the other dates referred to herein
may be amended accordingly.
The Company announced today, after market close, a cash distribution for Q4 2025
of NOK 0.440 per share, with the last day inclusive the right to receive such
distribution on 26 February 2026 and ex-date with respect to the distribution on
27 February 2026. Investors in the Private Placement will not be entitled to
this cash distribution. The shares will trade ex-right to cash distribution
prior to the settlement in the Private Placement (expected to occur on or about
3 March 2026 for Tranche 1 and on or about 25 March 2026 for Tranche 2).
Consequently, any trading by investors of Offer Shares will be on an ex
-distribution basis.
The Tranche 1 of the Private Placement is, subject to certain customary terms
and conditions as set out in an underwriting agreement (the “Underwriting
Agreement”), fully underwritten at the Offer Price, securing minimum
subscription of 11,694,400 Offer Shares by existing shareholders Sundt AS, funds
managed by Cobas Asset Management, SGIIC, S.A., Executive Chairman of the Board
of Directors Mr. Julien Balkany and Board Member Mr. Christophe Salmon
(together, the “Underwriters”). Tranche 2 of the Private Placement was added on
the back of strong investor demand in the pre-sounding phase, and is covered by
pre-commitments. The Underwriters shall receive a customary underwriting
commission in the form of a receivable against the Company which shall be
settled by the Company with a total of 584,720 treasury shares to the
Underwriters at the Offer Price, rounded down to the nearest whole share (the
“Underwriting Shares”). The Underwriters have, as further set out below under
“Pre-commitments”, also pre-committed to subscribe for Offer Shares in the
Private Placement.
Use of proceeds
The net proceeds to the Company from the Private Placement will be used to
partially finance the Acquisition, and general corporate purposes. The remaining
part of the consideration in the Acquisition is contemplated to be financed
through a tap issue in the amount of USD 150 million under the Company’s
existing senior secured bonds with ISIN NO0013415786 (jointly, the “Bonds”) and
available funds of the Company. Please refer to the stock exchange announcement
published by the Company earlier today regarding the Acquisition for more
information about the Bonds.
If the Acquisition for any reason is not completed, the net proceeds from the
Private Placement may be used for general corporate purposes, including other
business opportunities. Completion of the Private Placement is not, for the
avoidance of doubt, conditional upon completion of the Acquisition or the Bonds,
and the settlement of the Private Placement (whether in Tranche 1 or Tranche 2)
will remain final and binding and cannot be revoked, cancelled or terminated by
the investors if the Acquisition and/or the Bonds are not completed.
Selling restrictions
The Private Placement will be offered to investors subject to applicable
exemptions from relevant prospectus requirements in accordance with Regulation
(EU) 2017/1129 and is directed towards a limited number of selected investors
subject to applicable exemptions from relevant prospectus, filing and
registration requirements: (i) outside the United States in reliance on
Regulation S under the US Securities Act of 1933 (the “US Securities Act”) and
(ii) in the US only to persons reasonably believed to be “qualified
institutional buyers” (QIBs) as defined in Rule 144A under the US Securities
Act. Applicable selling restrictions will apply.
In the United Kingdom, it shall be directed only at persons who are “qualified
investors” as defined in paragraph 15 of Schedule 1 to the Public Offers and
Admission to Trading Regulations 2024, and who are (i) persons having
professional experience in matters relating to investments who fall within the
definition of “investment professionals” in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the
“Order”) or (ii) high net worth entities falling within Article 49(2)(a) to (d)
of the Order; or (iii) are other persons to whom it otherwise lawfully may be
communicated.
The Offer Shares are not to be offered in any other jurisdiction where such an
offering would be prohibited by applicable law.
The minimum subscription and allocation amount in the Private Placement will be
a number of Offer Shares corresponding to the NOK equivalent of EUR 100,000. The
Company may, at its sole discretion, allocate Offer Shares for an amount below
EUR 100,000 to the extent applicable exemptions from relevant prospectus
requirements, in accordance with applicable regulations, including Regulation
(EU) 2017/1129 on prospectuses for securities (the “EU Prospectus Regulation”),
the Norwegian Securities Trading Act and ancillary regulations, are available.
Further selling restrictions and transaction terms will apply.
Pre-commitments
The following primary insiders, Underwriters and other investors have, subject
to customary conditions, pre-committed to apply for, and will be allocated,
Offer Shares in the Private Placement at the Offer Price as follows (jointly,
the “Pre-Commitment Investors”):
· Funds managed by Cobas Asset Management, SGIIC, S.A.: 4,000,000 Offer
Shares, for a total of NOK 93,400,000
· Sundt AS: 2,000,000 Offer Shares, for a total of NOK 46,700,000
· F1 Fund AS*: 850,000 Offer Shares, for a total of NOK 19,847,500
· F2 Fund AS*: 650,000 Offer Shares, for a total of NOK 15,177,500
· Mr. Christophe Salmon, Board Member: 400,000 Offer Shares, for a total NOK
9,340,000. Mr. Salmon will in addition receive 100,000 Underwriting Shares as
underwriting commission.
· Mr. Julien Balkany, Executive Chairman of the Board: 275,599 Offer Shares,
for a total of NOK 6,435,237. Mr. Balkany will in addition receive 84,720
Underwriting Shares as underwriting commission.
· Mr. Eric d’Argentré, COO: 80,000 Offer Shares, for a total of NOK 1,868,000
· Mrs. Gunvor Ellingsen, Non Executive Director: 35,000 Offer Shares, for a
total of NOK 817,250
· Mr. Qazi Qadeer, CFO: 15,000 Offer Shares, for a total of NOK 350,250
*Companies closely related to the chairman of Panoro’s nomination committee.
The Pre-Commitment Investors have agreed to receive parts of or their entire
allocation of Offer Shares in Tranche 2.
Conditions for completion
Completion of the Tranche 1 is subject to: (A) all necessary corporate
resolutions being validly made by the Company, including (without limitation)
the Board resolving to consummate Tranche 1 of the Private Placement and
allocate and issue the Offer Shares in Tranche 1 pursuant to the Board
Authorization, and (B) the Share Lending Agreement (as defined below) and the
Underwriting Agreement being in full force and effect (jointly, the “Tranche 1
Conditions”).
Completion of Tranche 2 is subject to: (A) completion of Tranche 1, (B) a
resolution by the EGM to issue the Offer Shares in Tranche 2, (C) receipt of
payment in full for all of the Offer Shares in Tranche 2, (D) registration of
the share capital increase relating to such Offer Shares in Tranche 2 in the
Norwegian Register of Business Enterprises (Nw. Foretaksregisteret) and (E) the
Offer Shares in Tranche 2 being validly issued and registered in the Norwegian
Central Securities Depository (Euronext Securities Oslo or “VPS”) (jointly, the
“Tranche 2 Conditions”, and together with the Tranche 1 Conditions, the
“Conditions”).
Completion of the Private Placement is not conditional upon closing of the
Acquisition or issuance of the Bonds. The settlement of Offer Shares (whether in
Tranche 1 or Tranche 2) will remain final and binding and cannot be revoked,
cancelled or terminated by the respective applicants if the Acquisition and/or
the issuance of the Bonds is not completed.
Completion of Tranche 1 is not conditional upon or otherwise affected by
completion of Tranche 2, and subscription and payment for Offer Shares allocated
in Tranche 1 will remain final and binding and cannot be revoked, cancelled or
terminated by the applicants if Tranche 2, for whatever reason, is not
completed.
The Company reserves the right to cancel or modify the terms of the Private
Placement at any time and for any reason without or on short notice prior to
notification of allocation to applicants in the Private Placement. The
applicants also acknowledge that the Private Placement as a whole (including
Tranche 1), or just Tranche 2, will be cancelled if the relevant Conditions are
not fulfilled. Neither the Managers nor the Company or any of their respective
directors, officers, employees, representatives, or advisors will be liable for
any losses if the Private Placement as a whole (including Tranche 1) or just
Tranche 2, the Bonds or the Acquisition, is cancelled or modified, irrespective
of the reason for such cancellation or modification.
Allocation
Allocation of Offer Shares (conditional for Tranche 2) will be made at the sole
discretion of the Company, in consultation with the Sole Bookrunner.
The Pre-Commitment Investors will receive a minimum allocation of 8,305,599
Offer Shares corresponding to NOK 193,935,737 (equivalent to USD 20.3 million)
in the Private Placement.
Other allocations of Offer Shares will be based on criteria such as (but not
limited to) current ownership in the Company, timeliness of the application,
relative order size, sector knowledge, perceived investor quality and investment
horizon.
The Company reserves the right at its sole discretion, to reject and/or reduce
any applications, in whole or in part. The Company and the Sole Bookrunner
reserve the right, at their sole discretion, to take into account the
creditworthiness of any applicant.
Other than as stated above with respect to minimum allocations to Pre-Commitment
Investors, there is no guarantee that any potential applicant will be allocated
Offer Shares. Notifications of allocation (conditional for Tranche 2) are
expected to be issued to the applicants on or about 25 February 2026 (“T”).
The Pre-Commitment Investors will receive parts of or their entire allocation in
Tranche 2 (in respect of the Offer Shares to be issued in the Private Placement
exceeding the maximum number of Offer Shares which may be issued under the Board
Authorization). All other investors will be allocated Offer Shares in Tranche 1.
Settlement
Tranche 1 is expected to be settled on a delivery-vs-payment basis (“DVP”) on 3
March 2026 (T+4), subject to, among other things, the satisfaction of the
Tranche 1 Conditions. DVP settlement in Tranche 1 is expected to be facilitated
by delivery of existing and unencumbered shares in the Company already admitted
to trading on the OSE made available to the Managers by Sundt AS (the “Share
Lender”), pursuant to a share lending agreement between the Share Lender, the
Company and the Sole Bookrunner (the “Share Lending Agreement”), provided,
however, that the Share Lender only will receive the Offer Shares allocated to
it in Tranche 1 (if any) once the new shares in Tranche 1 have been issued.
The Offer Shares allocated in Tranche 1 will as such be tradable from 27
February 2026, subject to any extensions of the Application Period and
fulfilment of the Tranche 1 Conditions.
Settlement for Tranche 2 by delivery of Offer Shares is expected to take place
on or about 25 March 2026, subject to the satisfaction of the Tranche 2
Conditions and handling time for registration of the share capital increase
relating to Tranche 2 in the Norwegian Register of Business Enterprises.
The Offer Shares allocated in Tranche 2 is expected to be tradeable from on or
about 25 March 2026, subject to the registration of the share capital increase
pertaining Tranche 2 in Norwegian Register of Business Enterprises. The Company
will announce when such registration has taken place and thus when the Offer
Shares allocated in Tranche 2 are tradable.
Equal treatment and subsequent offering considerations
The Board has noted that existing shareholders’ pre-emption right to subscribe
for the Offer Shares will be set aside in the Private Placement, and has
thoroughly assessed whether this would be reasonable and just under the equal
treatment regulations. The Board has concluded this to be the case based on a
number of factors, including in particular (a) the relative size of the Private
Placement, (b) the fact that the subscription price of the Private Placement is
equal to the closing market price at the date of launch of the Placement, (c)
the need to secure parts of the required financing for the Acquisition on a
timely and confidential basis, whereas the Board is of the view that conducting
a rights issue for the Acquisition would not be appropriate due to timing, risk
of leakages into the market and the fact that a rights issue most likely would
be concluded at a subscription price with a substantial discount to the market
price, and (d) the cash distribution approved and to be paid to existing shares
(with the last day including the cash distribution right on 26 February 2026) is
based on historical cash distribution payments and is in line with the Company’s
disribution policy as previously announced to the market.
Taking into consideration, among other, that the Private Placement was carried
out through a publicly announced application period, and that the subscription
price of the Private Placement is equal to the closing market price at the date
of launch of the Placement, the Board has concluded that a subsequent offering
towards existing shareholders is not necessary.
Advokatfirmaet BAHR AS is acting as legal advisor for Panoro and Advokatfirmaet
Thommessen AS is acting as legal advisor for the Managers in connection with the
Private Placement.
This information is considered to include inside information pursuant to the EU
Market Abuse Regulation (MAR) and is subject to the disclosure requirements
pursuant to section 5-12 of the Norwegian Securities Trading Act. This
announcement was published by Qazi Qadeer on 24 February 2026 at 22:15 CET.
Enquiries
SB1 Markets AS
Tel: +47 24 14 74 00
Panoro:
Qazi Qadeer, Chief Financial Officer
Tel: +44 203 405 1060
Email: investors@panoroenergy.com
About Panoro Energy
Panoro Energy ASA is an independent exploration and production company based in
London and listed on the main board of the Oslo Stock Exchange with the ticker
PEN. Panoro holds production, exploration and development assets in Africa,
namely interests in Block-G, Block S, Block EG-01 and Block EG-23 offshore
Equatorial Guinea, the Dussafu Marin, Niosi Marin and Guduma Marin Licenses
offshore southern Gabon, the TPS operated assets in Tunisia and onshore
Exploration Right 376 in South Africa.
Visit us at www.panoroenergy.com
Follow us on LinkedIn (Panoro Energy | LinkedIn)
IMPORTANT NOTICE
This announcement is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities of the Company. The
distribution of this announcement and other information may be restricted by law
in certain jurisdictions. Copies of this announcement are not being made and may
not be distributed or sent into any jurisdiction in which such distribution
would be unlawful or would require registration or other measures. Persons into
whose possession this announcement or such other information should come are
required to inform themselves about and to observe any such restrictions.
The securities referred to in this announcement have not been and will not be
registered under the US Securities Act, and accordingly may not be offered or
sold in the United States absent registration or an applicable exemption from
the registration requirements of the Securities Act and in accordance with
applicable U.S. state securities laws. The Company does not intend to register
any part of the offering or their securities in the United States or to conduct
a public offering of securities in the United States. Any sale in the United
States of the securities mentioned in this announcement will be made solely to
“qualified institutional buyers” as defined in Rule 144A under the Securities
Act and “major U.S. institutional investors” as defined in Rule 15a-6 under the
United States Exchange Act of 1934.
In any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of the
Prospectus Regulation, i.e., only to investors who can receive the offer without
an approved prospectus in such EEA Member State. The expression “Prospectus
Regulation” means Regulation 2017/1129, as amended, together with any applicable
implementing measures in any Member State.
This communication is only being distributed to and is only directed at persons
in the United Kingdom that are (i) investment professionals falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the “Order”) or (ii) high net worth entities,
and other persons to whom this announcement may lawfully be communicated,
falling within Article 49(2)(a) to (d) of the Order (all such persons together
being referred to as “relevant persons”). This communication must not be acted
on or relied on by persons who are not relevant persons. Any investment or
investment activity to which this communication relates is available only for
relevant persons and will be engaged in only with relevant persons. Persons
distributing this communication must satisfy themselves that it is lawful to do
so.
Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as “believe”, “expect”, “anticipate”,
“strategy”, “intends”, “estimate”, “will”, “may”, “continue”, “should” and
similar expressions. The forward-looking statements in this release are based
upon various assumptions, many of which are based, in turn, upon further
assumptions. Although the Company believes that these assumptions were
reasonable when made, these assumptions are inherently subject to significant
known and unknown risks, uncertainties, contingencies and other important
factors which are difficult or impossible to predict and are beyond its control.
Actual events may differ significantly from any anticipated development due to a
number of factors, including without limitation, changes in investment levels
and need for the Company’s services, changes in the general economic, political
and market conditions in the markets in which the Company operate, the Company’s
ability to attract, retain and motivate qualified personnel, changes in the
Company’s ability to engage in commercially acceptable acquisitions and
strategic investments, and changes in laws and regulation and the potential
impact of legal proceedings and actions. Such risks, uncertainties,
contingencies and other important factors could cause actual events to differ
materially from the expectations expressed or implied in this release by such
forward-looking statements. The Company does not provide any guarantees that the
assumptions underlying the forward-looking statements in this announcement are
free from errors nor does it accept any responsibility for the future accuracy
of the opinions expressed in this announcement or any obligation to update or
revise the statements in this announcement to reflect subsequent events. You
should not place undue reliance on the forward-looking statements in this
document.
The information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice. The Company does not undertake any obligation to review, update,
confirm, or to release publicly any revisions to any forward-looking statements
to reflect events that occur or circumstances that arise in relation to the
content of this announcement.
Neither the Managers nor any of their respective affiliates makes any
representation as to the accuracy or completeness of this announcement and none
of them accepts any responsibility for the contents of this announcement or any
matters referred to herein.
This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgment. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities in the Company. Neither the
Managers nor any of their affiliates accepts any liability arising from the use
of this announcement.
Kilde
