IPC announces launch of offer to purchase up to US$100 million of common shares
21 April 2017
International Petroleum Corp. (“IPC” or the “Corporation”) (TSX, Nasdaq First North: IPCO) announced today that, as disclosed in its non-offering long form prospectus dated 17 April 2017, its wholly-owned subsidiary, Lundin Petroleum BV (“LPBV”), has launched an offer to purchase up to US$100 million of IPC’s common shares (“Common Shares”) for consideration of C$4.77 per Common Share (or the corresponding amount in SEK to be determined promptly following completion of the offer) (the “Offer”).
For Common Shares held through Euroclear Sweden AB (“Euroclear”), the acceptance period for the Offer will commence on 25 April 2017 and expire at 3:00 p.m. (CET) on 16 May 2017 (the “Euroclear Acceptance Period”). For Common Shares held through The Canadian Depository for Securities Ltd. (“CDS”), the acceptance period for the Offer will commence on 24 April 2017 and expire at 5:00 p.m. (Eastern time) on 23 May 2017 (the “CDS Acceptance Period”). The reason for the differences between the Euroclear Acceptance Period and the CDS Acceptance Period is that due to time differences between Sweden and Canada and the technical systems and intermediary parties connecting Euroclear with CDS, it is necessary to have a longer acceptance period in the Canadian system maintained by CDS in comparison with the Swedish system maintained by Euroclear.
During the Euroclear Acceptance Period and the CDS Acceptance Period, holders of Common Shares held through Euroclear and CDS, respectively, may tender all, but not less than all, of their Common Shares to the Offer. If the value of the Common Shares tendered to the Offer is in excess of US$100 million, the Common Shares taken up under the Offer will be taken up on a pro rata basis among those tendering. The Offer will not be conditional upon any minimum number of Common Shares being tendered.
The offered consideration by LPBV in the Offer is C$4.77 per Common Share for Common Shares held through CDS and the corresponding amount in SEK as at a date promptly following completion of the Offer, for Common Shares held through Euroclear. The final consideration amount in SEK for each Common Share will therefore not be determined until after the completion of the Offer.
A shareholder information document containing more details regarding the Offer and how to tender Common Shares will be distributed to participants of CDS on 24 April 2017 through CDS’ online tendering system, CDSX. No information will be distributed directly to shareholders of IPC through Euroclear or otherwise. The information document, which is available in both English and Swedish language versions, is also available on the Corporation’s website and will be available through IPC’s profile on SEDAR at www.sedar.com.
The acceptance form in both English and Swedish language versions is available on the Corporation’s website and the shareholder information document and acceptance form can also be obtained from Pareto Securities by calling +46 8 402 51 40 or by sending an e-mail to email@example.com.
Expected timetable for the Offer:
24 April 2017 Launch date of Offer
24 April 2017 – 23 May 2017 Acceptance period for Common Shares held through CDS
25 April 2017 – 16 May 2017 Acceptance period for Common Shares held through Euroclear
16 May 2017 Deadline to submit acceptance forms to Pareto Securities for Common Shares held through Euroclear
23 May 2017 Deadline for book-entry delivery of Common Shares held through CDS via CDSX
26 May 2017 Announcement of outcome of the Offer
2 June 2017 Estimated payment date for Common Shares held through CDS
Promptly following the payment date for Common Shares held through CDS Payment for Common Shares held through Euroclear
Questions regarding the Offer for Common Shares registered in the system maintained by Euroclear will be answered by Pareto Securities at the following telephone number +46 8 402 51 40 during normal office hours in Sweden until the Offer has been completed. Questions regarding the Offer for Common Shares registered in the system maintained by CDS will be answered by Computershare Trust Company of Canada at the following telephone number +1 800 564 6253 or +1 514 982 7555 during normal office hours in Canada until the Offer has been completed.
Management of the Corporation believes that the proposed Offer provides all shareholders of the Corporation with the equal opportunity to assess whether they wish to hold or dispose of Common Shares during the Offer period, recognizing that the strategic and investment goals of some shareholders of Lundin Petroleum AB (who became shareholders of the Corporation immediately following the spin-off of the Common Shares completed earlier today) may or may not correspond to the Corporation’s assets and proposed strategy.
IPC has been advised by Statoil ASA (“Statoil”) that it intends to tender its Common Shares to the Offer. The Corporation has also been advised that Nemesia Sàrl, an investment company related to the Lundin family (“Nemesia”), along with Landor Participations Inc., another investment company related to a member of the Lundin family, and members of IPC’s Board and management, do not intend to tender to the Offer.
In addition, the Corporation understands that Statoil and Nemesia have entered into an agreement pursuant to which, following the expiry of the Offer, Nemesia will acquire any Common Shares held by Statoil that have not been acquired by LPBV in the Offer.
In order to finance the Offer, certain IPC subsidiaries, including LPBV, have entered into a reserve-based lending facility with a syndicate of banks led by BNP Paribas, Australia and New Zealand Banking Group (ANZ), BMO Capital Markets and ScotiaBank Europe. US$100 million will be available to LPBV under the reserve-based lending facility to finance the Offer.
International Petroleum Corp. (IPC) is a new international oil and gas exploration and production company with a high quality portfolio of assets located in Europe and South East Asia, providing a solid foundation for organic and inorganic growth. IPC is a member of the Lundin Group of Companies. IPC is incorporated in Canada and IPC’s shares are listed on the Toronto Stock Exchange (TSX) and the Nasdaq First North Exchange (Stockholm) under the symbol “IPCO”. Pareto Securities AB is the Corporation’s Certified Adviser on Nasdaq First North.
For further information, please contact:
VP Corporate Planning and Investor Relations
Tel: +41 22 595 10 50
Tel: +46 701 11 26 15
The Offer described in this press release is not being made to persons whose participation in the Offer (i) requires additional disclosure of information or registration or other measures in addition to those required under Swedish, U.S. or Canadian law or (ii) would result in a breach of applicable law or regulation. It is the duty of each person to observe restrictions resulting from foreign legislation. This press release, the offer document and any other documentation relating to the Offer are not being distributed and must not be mailed or otherwise distributed or sent in or into any country in which distribution or offering would require any such additional measures to be taken or would be in conflict with any law or regulation in such country. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions may be disregarded.
This press release is not a prospectus or an offer document (Sw. erbjudandehandling) in accordance with Swedish take-over rules and regulations. The Offer described in this press release does not constitute a takeover offer. This was confirmed in a statement issued by the Swedish Securities Council (AMN 2017:11), according to which the Offer described in this press release is to be considered a repurchase offer solely for purposes of Swedish rules and regulations and does not constitute a takeover offer.