The Board of Shelton Petroleum AB (publ) (“Shelton Petroleum”) today repurchased convertible bonds 2013/2014 in the amount of SEK 9.5 million and in relation to this, under the authorization of the extraordinary general meeting 9 January 2014, resolved, with derogation from the shareholders’ pre-emption rights, to issue a maximum of 593,750 shares of series A at a price of SEK 16 per share to the holder of the convertible bond which was repurchased (“the Issue”).
Shelton Petroleum has outstanding convertible bonds 2013/2014 which, according to the conditions, can either be converted to shares of series B in the company at a conversion price of SEK 16 per share in the period 1 – 15 June 2014, or repaid in cash on the maturity date 30 June 2014 to the extent they have not already been converted.
In April 2014 one of the larger holders of the company’s convertible bond, who held convertible bonds 2013/2014 in the total nominal amount of SEK 9.5 million (the total nominal amount of all the outstanding convertible bonds 2013/2014 amounted to approximately SEK 22.4 million), declared that he would not convert his convertible bonds to shares of series B but instead demand a cash repayment of the loan on the maturity date. The holder of the convertible bond has in negotiations with the company declared himself willing to exchange the convertible bond for shares of series A, as an alternative to cash repayment. Shelton Petroleum has thoroughly evaluated the available alternatives for the company. Taking into account, among other things, the company’s cash situation and financial position and the negotiations held with the holder of the convertible bond, it was assessed that the best alternative for the company and its shareholders was to acquire the convertible bond from the holder of the convertible bond for a consideration equal to the nominal amount of the convertible bond (plus accrued interest) and to issue shares of series A to the holder of the convertible bond at a price of SEK 16 per share (equal to the conversion price of the convertible bond), whereby payment could be done by way of set-off of the said consideration (excluding accrued interest). With this background, which also is the reason for the derogation from the shareholders’ pre-emption rights, the board has resolved on the Issue.
Following the Issue (which was fully subscribed to) Shelton Petroleum’s share capital increased by SEK 2,968,750 to SEK 89,271,860, the number of shares increased by 593,750 to 17,854,372 (764,330 shares of series A and 17,090,042 shares of series B) and the number of votes increased by 5,937,500 to 24,733,342 votes. The new shares correspond to approximately 3.3 per cent of the share capital and approximately 24 per cent of the votes in Shelton Petroleum. Subscription and payment for the shares was made on 14 May 2014.
The Issue reduces Shelton Petroleum’s debt under the outstanding convertible bond from approximately SEK 22.4 million to SEK 12.9 million.
Stockholm 14 May, 2014 Shelton Petroleum AB (publ)
The Board of Directors
For more information, please contact:
Robert Karlsson, CEO Shelton Petroleum, +46709 565141 firstname.lastname@example.org
The information provided herein is such that Shelton Petroleum AB is obligated to disclose it pursuant to the Securities Markets Act (2007:528) and the Takeover rules. The information was submitted for publication at 15.40 (CET) on 14 May, 2014.
About Shelton Petroleum Shelton Petroleum is a Swedish company focused on exploring and developing concessions in Russia and the resource-rich basins of Ukraine. In Russia, the company holds three licenses in the Volga-Urals area in Bashkiria and has commenced production on the Rustamovskoye field after a successful exploration program. In Ukraine, Shelton Petroleum’s wholly owned subsidiary has a joint venture with Ukrnafta and Chornomornaftogaz, two leading Ukrainian oil and gas companies. The Shelton Petroleum share is traded on NASDAQ OMX Stockholm under the symbol SHEL B.
This is an English translation of the Swedish original. In case of discrepancies, the Swedish original shall prevail.