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(WST) on 24 April 2019 (“Meeting”), the Directors have determined to amend and
supplement the Notice by information contained in this addendum (“Addendum”).
Definitions in the Notice have the same meaning in this Addendum. In the event
of any inconsistency the definitions used in this Addendum prevail.
This Addendum is supplemental to the Notice and should be read in conjunction
with the Notice. Save for the changes set out below, all other Resolutions
proposed and information in the Notice remain unchanged.
Background to this Addendum
As announced on 19 March 2019, the Company has entered into the Combination
Agreement to acquire 100% of the issued share capital of PetroNor from the
PetroNor shareholders, NOR Energy and Petromal (each a “Vendor” and together,
“the Vendors”) (“the Transaction”).
Pursuant to the terms of the Combination Agreement, each Vendor is to be issued
their respective portion of the Consideration Shares and the Petronor Warrants.
Accordingly, Resolution 1 of the Notice seeks Shareholder approval for the
purposes of section 611 (item 7) of the Corporations Act to allow the Company to
issue the Consideration Shares and Petronor Warrants to the Vendors which,
assuming all Warrants held by the Vendors are converted to Shares, will result
in the voting power of NOR Energy increasing from nil to 48.65% and the voting
power of Petromal increasing from nil to 37.55% in the Shares of the Company.
In connection with the Transaction, and pursuant to the terms of the Combination
Agreement, each Vendor together with Jens Pace and Stephen West (together the
“Restricted Parties”) will agree to provide separate Lock-up Undertakings in
respect of Shares and Warrants which will be held by those persons following the
issues contemplated by Resolutions 1, 2 and 3 (“Restricted Securities”).
Section 608(1) of the Corporations Act provides that a person has a relevant
interest in securities if they have the power to dispose of or control the
exercise of a power to dispose of, the securities. Therefore, as a result of
entering into the Lock-Up Undertakings with the Restricted Parties, the Company
will technically be taken to acquire a relevant interest in the Shares issued to
those parties.
Resolution 3 therefore seeks Shareholder approval for the acquisition by the
Company of a relevant interest in the securities to which a Lock-Up Undertaking
is entered, being all securities held by the Restricted Parties.
Purpose of this Addendum
Since lodgement of the Notice, the Company has determined that there is
additional information in respect of Resolutions 1 and 3 of which Shareholders
should be informed. Accordingly, Shareholders are advised that:
(a) in respect of Resolution 1, and resulting from technical provisions of the
Corporations Act, the Restricted Parties are deemed to have a relevant interest
and voting power in any securities in which the Company has a relevant interest
(being the Restricted Securities) thereby increasing the relevant interest and
voting power of the Restricted Parties to that of the Company (equal to 86.52%
of the Shares on issue following and assuming all Warrants held by the
Restricted Parties are converted to Shares); and
(b) in respect of Resolution 3, and resulting from technical provisions of the
Corporations Act, that the Company seeks approval for the acquisition of a
relevant interest by each of the Restricted Parties, rather than solely the
Company, in the Restricted Securities by virtue of the terms of the Lock-up
Undertakings, in the following terms:
Resolution 3 - Approval to Acquire Relevant Interest Arising from Lock-Up
Arrangements
"That, subject to the passing of Resolution 1, for the purpose of section 611
(item 7) of the Corporations Act and for all other purposes, approval is given
for the Restricted Parties to each acquire a relevant interest in:
(a) 819,075,324 Shares, equal to 84.3% of the total number of Shares on issue
following completion of the Transaction; and
(b) 319,446,740 Shares which may be issued upon exercise of the Petronor
Warrants, Company Warrants and Replacement Warrants,
arising from the lock-up arrangements between the Company and each of NOR
Energy, Petromal, Jens Pace and Stephen West, on the terms and conditions set
out in the Explanatory Statement."
This Addendum therefore supplements the Notice in respect of those Resolutions
and is issued for completeness.
Proxy & Proxy Vote Instruction Forms
The Company advises that there has been no change to the Proxy Form previously
dispatched to Shareholders or the Proxy Vote Instruction form dispatched to
Shareholders registered in the VPS.
To ensure clarity of voting instructions by Shareholders on the Resolutions to
be considered at the Meeting, Shareholders are advised that:
(a) If you have already completed and returned the Proxy Form or the Proxy Vote
Instruction form which accompanied the Notice and you wish to change your
original vote, you can complete and return the Proxy Form or the Proxy Vote
Instruction form (as applicable) annexed to this Addendum.
(b) If you have already completed and returned the Proxy Form or the Proxy Vote
Instruction form which accompanied the original Notice of AGM and you do not
wish to change your original vote, you do not need to take any action as the
earlier submitted Proxy Form will be accepted by the Company or the earlier
submitted Proxy Vote Instruction form will be accepted by the VPS Registrar (as
applicable).
© If you have not yet completed and returned a Proxy Form or Proxy Vote
Instruction form and you wish to vote on the Resolutions in the Notice of AGM as
supplemented by the Addendum, please complete and return the Proxy Form or Proxy
Vote Instruction form (as applicable) annexed to this Addendum.
To vote in person, please attend the Meeting at the time, date and place set out
in the Notice. Shareholders holding shares in the Company which are registered
in the Norwegian Central Securities Depository (VPS) will need to exercise their
voting rights through the VPS Registrar.
Enquiries
Shareholders are requested to contact the Company Secretary if they have any
queries in respect of the matters set out in these documents.
ATTACHED IS THE ADDENDUM TO THE NOTICE OF GENERAL MEETING TOGETHER WITH A
SUPPLEMENTARY EXPLANATORY MEMORANDUM
http://www.netfonds.no/quotes/release.php?id=20190409.OBI.20190409S37
