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2015-09-25

PA Resources AB: NOTICE TO EXTRAORDINARY GENERAL MEETING IN PA RESOURCES (SECOND MEETING FOR LIQUIDATION PURPOSES)

PA Resources AB's board of directors has resolved to convene an
extraordinary general meeting ("EGM") and second meeting for
liquidation purposes on the 27 October 2015. Aside from proposals
that arise from the meeting being the second meeting for liquidation
purposes the board has put forward proposals regarding, amongst other
things, approval ex post of agreements and arrangements made during
the period of the corporate reorganisation, approval of future
arrangements for the delisting of the share and of the management
incentive programme as well as reduction of the share capital and
changes to the company's articles of association.

Due to Tomas Hedström, member of the Board and CFO, has decided to
leave the board of directors in conjunction with the EGM the election
of a new board of directors has been added to the agenda.

The details of the proposals are presented in full in the notice to
attend below and will be published in the Swedish Official Gazette
(Post- och Inrikes Tidningar) and on the company website in the next
few days.

Unofficial in-house English translation for information purposes only.
In case of differences between the Swedish and the English versions,
the Swedish version shall prevail.

NOTICE TO ATTEND AN EXTRAORDINARY GENERAL MEETING IN PA RESOUURCES AB
(publ) (SECOND MEETING FOR LIQUIDATION PURPOSES)

The extraordinary general meeting of PA Resources AB (publ) will be
held on Tuesday 27 October 2015 9.30 am, at Citykonferensen, room
Datorgrafiken, at Malmskillnadsgatan 46 in Stockholm. Registration
for the meeting will commence at 9.00 am.

Right to attend and notice

Those wishing to attend the meeting must

· be entered as a shareholder in the share register kept by
Euroclear Sweden AB on Wednesday 21 October 2015, and

· give notice of attendance to the company no later than 4 pm
Thursday 22 October 2015.

Notice of attendance can be given by post to PA Resources AB,
Kungsgatan 44 (3 tr.), 111 35 Stockholm, Sweden, or by e-mail to
bolagsstamma@paresources.se or by telephone +46 8 545 211 50. The
notice shall include information on name, personal identity
number/corporate registration number, telephone number, address,
shareholding and, if applicable, details of proxies and advisors.

To be entitled to participate in the meeting, those whose shares are
registered in the name of a nominee must register the shares in their
own name with the help of the nominee, so that he or she is entered
in the share register kept by Euroclear Sweden AB on Wednesday 21
October 2015. This registration may be made temporarily.

Proxies, proxy forms etc.

If a shareholder is attending the meeting by issuing a proxy form,
such proxy form must be dated and signed by the shareholder. The
validity period of the proxy form may be a maximum of five years from
the date of issue. The original proxy form should, to facilitate
registration for the meeting, be submitted to the company no later
than in connection with the notice of attendance, at the address
mentioned above. A proxy form is available at the company and on the
company's website www.paresources.se, and will be sent to
shareholders who so request and state their postal address. Proxies
for legal entities must also bring with them and present a
certificate of registration or corresponding authorisation documents,
together with, if applicable, a proxy form.

Proposed agenda

1. Opening of the meeting
2. Election of the chair of the general meeting
3. Preparation and approval of the voting register
4. Approval of the proposed agenda
5. Election of one or two persons to attest the minutes
6. Determination whether the general meeting has been duly convened
7. Address by CEO
8. Ratification of agreements
9. Delisting
10. Resolution on incentive programme for senior executives
11. Election of board of directors
12. Authorisation for the board of directors
13. Resolution on amendment of the objective of the company's business
in the articles of association

14. Determination whether the company is to go into liquidation
(second meeting for liquidation purposes)

15. Resolution on amendment of the articles of association and
reduction of share capital

16. Closing of the meeting
Proposals

Proposal on ratification of agreements (item 8)

The board of directors proposes that the general meeting resolves to
ratify the agreements that the company has entered into and the
decisions made by the board of directors in respect of measures taken
by the company as of 26 March 2015 and during the corporate
reorganisation of the company.

Proposal on delisting (item 9)

The board of directors proposes that the general meeting resolves that
the company shall take all measures required for the company to be
delisted when the board deems it appropriate and practicable. The
purpose of this is for the company to be able to fulfil its
commitments under the restructuring plan and under the agreements
specified under item 8.

Proposal on incentive programme for senior executives (item 10)

The board of directors proposes that the general meeting resolves on
an incentive programme for senior executives in the company. The
incentive programme is part of the reorganisation plan presented to
the company's creditors, and is also a condition of several of the
agreements specified under item 8. Hence, the adoption of the
incentive programme is necessary in order to carry out a
reconstruction of the company. Under the incentive programme senior
executives will be entitled to a cash bonus equivalent to five
percent of sales revenues for the group's assets located in the North
Sea and Congo, to the extent that the aggregate gross remuneration
received by the group from these disposals exceed the amount
(including the redemption premium) obtained through the
reconstruction bond mentioned in the reorganisation plan. Company
management will also receive ten percent of the gross revenues from
the disposal of the group's assets in Tunisia. The term disposal in
this regard refers to all types of sales, transfers or assignments
through share, business or asset transfer or otherwise, and the sale
of shares in the company. The persons to be included in the incentive
program and the distribution of bonus among the participants will
independently be determined by the company's management.

Election of board of directors (item 11)

The Nomination Committee proposes that the board of directors is to
consist of three directors and no deputies.

Tomas Hedstrom has informed the board of directors of his resignation
as a director by the time of the general meeting.

The Nomination Committee proposes that Mark McAllister and Paul Waern
are elected as directors until the end of the next annual general
meeting. The Nomination Committee will in good time before the
general meeting announce a proposal for a third director of the
board.

Proposal on authorisation for the board of directors (item 12)

The board of directors proposes that the general meeting resolves to
authorise the board to take all measures required for the company to
fulfil its commitments under the reorganisation plan and the
agreements specified under item 8.

Resolution on amendment of the objective of the company's business in
the articles of association (item 13)

The board of directors proposes that section 3 of the articles of
association is amended so that the object of the company's business
is:

"The company shall itself, through affiliated companies or in
collaboration with others pursue prospecting business, extract oil
and gas and own and administer, including buying and selling,
concessions, stocks and shares in companies who pursue prospecting-
and extracting business and be engaged in other activities related
thereto."

Determination whether the company is to go into liquidation (second
meeting for liquidation purposes) (item 14)

Background

At an extra ordinary general meeting on 27 February 2015 (the first
meeting for liquidation purposes), the board of directors presented a
balance sheet for liquidation purposes prepared in accordance with
Chapter 25 sections 13 and 14 Swedish Companies Act and an auditor's
report with respect thereto. The balance sheet for liquidation
purposes evidenced that the shareholders' equity was less than half
of the registered share capital. The first meeting for liquidation
purposes resolved that the company should not enter into liquidation.

Since the balance sheet for liquidation purposes presented at the
initial meeting for liquidation purposes did not show that the
shareholders' equity amounted to at least the registered share
capital and the general meeting did not resolve that the company
should go into liquidation, the general meeting must in accordance
with Chapter 25 section 16 Swedish Companies Act within eight months
of the initial meeting for liquidation purposes reconsider the issue
whether the company should go into liquidation (second meeting for
liquidation purposes). To remedy the shortage of shareholders'
equity, the Company has taken measures as shown in the reorganisation
plan which is available at www.paresources.se.

Prior to the second meeting for liquidation purposes, the board of
directors must according to Chapter 25 section 16 Swedish Companies
Act prepare a new balance sheet for liquidation purposes in
accordance with Chapter 25 section 14 Swedish Companies Act that is
to be reviewed by the company's auditors. The new balance sheet for
liquidation purposes and the auditor's report on it must be presented
at the second meeting for liquidation purposes. The balance sheet for
liquidation purposes is expected to show that the shareholders'
equity amounts to at least the registered share capital. This assumes
that the company's creditors vote in favour of the composition plan
at the composition proceedings 2 October 2015 and that the
composition plan becomes legally binding.

In light of the above, the board of directors believes that there are
reasons for the company to continue its operations and therefore
proposes that the shareholders vote against the proposal that the
company should go into liquidation with the result that the company
will continue its business operations. Since the board of directors
nonetheless is obligated to present a proposal for liquidation, the
board presents the following proposal.

Proposals

1. The board of directors does not believe that there are reasons for
the company to go into liquidation. The alternative to liquidation is
that the company continue its operations.

2. The liquidation resolution would take effect from the day it is
registered at the S...

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