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General Meeting of Crown Energy AB (publ)

Additional information and documents to the ... - Crown Energy

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Additional information anddocuments to the Extraordinary<strong>General</strong> <strong>Meeting</strong> <strong>of</strong> <strong>Crown</strong> <strong>Energy</strong> <strong>AB</strong>(<strong>publ</strong>)PRESS RELEASE 14/10/2013In respect <strong>of</strong> the extraordinary general meeting (“EGM") <strong>of</strong> <strong>Crown</strong> <strong>Energy</strong> <strong>AB</strong>(<strong>publ</strong>), (the "Company" or "<strong>Crown</strong> <strong>Energy</strong>"), to be held on Thursday, October31, 2013, <strong>Crown</strong> <strong>Energy</strong> would hereby like to provide additional information tothe shareholders as regards the acquisition <strong>of</strong> Tigris Oil I Sverige <strong>AB</strong> ("TigrisOil").Summary <strong>of</strong> the key terms and conditions <strong>of</strong> the Share Purchase andSubscription agreement regarding Tigris Oil (the "SPA")Terms and conditions <strong>of</strong> the SPA in brief:• <strong>Crown</strong> <strong>Energy</strong> acquires 100% <strong>of</strong> Tigris Oil from T Intressenter <strong>AB</strong>("TI<strong>AB</strong>") and USB Investments B.V ("USB").• The purchase price is SEK 15 million.• The purchase price will consist <strong>of</strong> <strong>Crown</strong> <strong>Energy</strong> shares that will beissued as payment in kind and the share price will be based on avolume-weighted average share price not to exceed SEK 8.00 per<strong>Crown</strong> <strong>Energy</strong> share. Subject to the foregoing, the number <strong>of</strong>shares that will be issued cannot be established until the day <strong>of</strong> theEGM.• The issue <strong>of</strong> new shares shall be made with deviation from thepreferential rights <strong>of</strong> the shareholders and the right to subscribe forthe new shares shall only fall upon TI<strong>AB</strong> and USB.• As part <strong>of</strong> the consideration, <strong>Crown</strong> <strong>Energy</strong> has, for a period <strong>of</strong> 30months following consummation <strong>of</strong> the transaction, granted TI<strong>AB</strong>the right to re-purchase 250 (two hundred fifty) shares in Tigris Oil,to a price per share amounting to SEK 1 (one Swedish krona). At thetime <strong>of</strong> the acquisition, this corresponds to 25% (twenty fivepercent) <strong>of</strong> the outstanding shares in Tigris Oil. It should be notedthat in the event <strong>of</strong> an irrevocable cash contribution to Tigris Oil,the strike price will be adjusted proportionally to reflect thecontribution. In the event that new shares are issued and thereto acash contribution, the shares under the option will be diluted.• The acquisition <strong>of</strong> Tigris Oil is subject to the EGM approving boththe transaction and the share issue.• The acquisition <strong>of</strong> Tigris Oil is further subject to regulatoryauthorities in Iraq approving the change <strong>of</strong> control, in accordancewith a Production Sharing Agreement entered into by Tigris Oil andthe province <strong>of</strong> Salah ad-Din.• TI<strong>AB</strong> has undertaken, for a period <strong>of</strong> 12 (twelve) months, not todivest any shares in <strong>Crown</strong> <strong>Energy</strong> that are received following the


share issue unless the divestment is part <strong>of</strong> a structured salesprocess.• The consummation <strong>of</strong> the transaction shall take place on the date<strong>of</strong> the EGM approving the proposals by the Board <strong>of</strong> Directorsregarding the acquisition and the share issue.It shall be noted that USB, one <strong>of</strong> the sellers <strong>of</strong> Tigris Oil, is a companycontrolled by Ulrik Jansson and thus Ulrik Jansson has not participated in thepreparation <strong>of</strong> any proposals as regards the acquisition <strong>of</strong> Tigris oil.Given that Ulrik Jansson is a member <strong>of</strong> the Board <strong>of</strong> Directors and the CEO<strong>of</strong> the Company and thus belongs to the category <strong>of</strong> persons covered byChapter 16 <strong>of</strong> the Swedish Companies Act, the resolution to approve theacquisition <strong>of</strong> Tigris Oil and the share issue in accordance with the proposalsby the Board <strong>of</strong> Directors require the support by shareholders representingat least nine-tenths <strong>of</strong> both the votes cast and the shares represented at theextraordinary general meeting.Documents in respect <strong>of</strong> the EGMThe complete proposals and the supporting documents pursuant to Chapter13 Section 6-8 <strong>of</strong> the Swedish Companies Act, as set out below, are availableat the Company, on the Company's website, www.crownenergy.se and willupon request be sent to shareholders who provide information regardingtheir postal address:Power <strong>of</strong> attorney (proxy form)Proposal by the Board <strong>of</strong> Directors for approval <strong>of</strong> the acquisition <strong>of</strong>Tigris Oil and the directed share issue.Statement by the Board <strong>of</strong> Directors regarding significant eventsafter the <strong>publ</strong>ication <strong>of</strong> the annual report 2012 (according toChapter 13 Section 6 <strong>of</strong> the Swedish Companies Act)Statement by the Board <strong>of</strong> Directors regarding the share issue withpayment in kind (according to Chapter 13 Section 7 <strong>of</strong> the SwedishCompanies Act)Report by the auditor in respect <strong>of</strong> the statement by the Board <strong>of</strong>Directors regarding significant events (according to Chapter 13Section 6 <strong>of</strong> the Swedish Companies Act)Report by the auditor in respect <strong>of</strong> the statement by the Board <strong>of</strong>Directors regarding the share issue with payment in kind (accordingto Chapter 13 Section 8 <strong>of</strong> the Swedish Companies Act)2012 Annual ReportMORE INFORMATIONPlease contact Ulrik Jansson, CEO, <strong>Crown</strong> <strong>Energy</strong> <strong>AB</strong>+ 46 (0) 8 400 207 20+ 46 (0) 707 51 41 84<strong>AB</strong>OUT CROWN ENERGY<strong>Crown</strong> <strong>Energy</strong> is an international oil and gas company engaged in exploration inEquatorial Guinea, South Africa and Madagascar. Growth is created by developingassets in early stages and then maximising value by introducing appropriate industrypartners in the development and production stages. For more information pleasevisit www.crownenergy.se.

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