16 December, 2009. Cyprus: SeaBird Exploration Limited (“SeaBird" or "SBX");
On 14 May 2009 the general meeting of the shareholders of SeaBird Exploration Limited (the ”Company”) passed a resolution for the continuation of the Company from the British Virgin Islands to Cyprus. The continuation is merely a relocation of the Company’s registered office and does not affect the number of issued shares in the Company.
All of the Company’s issued shares are registered in the name of the VPS Registrar, DnB NOR Bank ASA and local legal advisors to the Company, and it is the interests in the shares (in Norwegian: “depotbevis”) which are listed and tradable on Oslo Børs. Currently, pursuant to BVI law, the shares are without nominal value. Upon the continuation of the Company to Cyprus, all of the shares will be given a par value of USD 0.01. Furthermore, a new ISIN will be issued for the interests in the shares. Such new ISIN will be published as soon as it has been allocated. Until the new ISIN is effective for trading the interests in the Company’s shares will be traded with the old ISIN (VG G79 44D1087).
Currently, the Company’s home state under the EU Transparency Directive (2004/109/EC) is Norway. There has been some uncertainty related to whether the continuation will imply that Cyprus will become the Company’s home member state, as it is not the actual shares of the Company that are listed on Oslo Børs, but the depository rights to such shares. Oslo Børs has taken the position that upon completion of the continuation Cyprus will become the Company’s home member state (irrespective of whether it is the shares or depository rights to such shares that are listed on Oslo Børs). Following discussions with the Company and also taking into account Oslo Børs’ position, the Cyprus Securities and Exchange Commission (“CySEC”) has decided that it will consider Cyprus to be the Company’s home member state following completion of the continuation. However, in order to obtain a final clarification on this matter CySEC has informed the Company that it intends to put this question up for discussion at the next meeting of the CESR Transparency Expert Group. Any relevant clarifications / changes for the Company resulting from such meeting will be notified through a stock exchange notice.
The Company’s change of home member state from Norway to Cyprus will have the consequence that the thresholds for giving notification of major shareholdings will be 5%, 10%, 15%, 20%, 25%, 30%, 50% and 75% of the total voting rights of the Company, as opposed to the current 5%, 10%, 15%, 20%, 25%, 1/3, 50%, 2/3 and 90% under Norwegian law. The Company has, however, received advice that the obligation for notification under Cyprus law may not apply as long as only the depository receipts and not the actual shares of the Company are listed on Oslo Børs. Regardless of such advice, the Company recommends its shareholders to disclose shareholdings in accordance with the new Cyprus thresholds.
As a consequence of the continuation the Company will also be subject to Cypriot rules regarding periodic financial reporting, with the consequence that the Company will only be obligated to publish half yearly, and not quarterly, interim reports. It is, however, the current intention of the Company continue to publish quarterly reports.
Furthermore, in accordance with the provisions of the Takeover Directive (2004/25/EC) the threshold for triggering the mandatory bid obligation for all of the shares in the Company will following the continuation be determined by Cyprus law and change to 30%, with repeated obligations at every percentage above 30% unless an exemption is applied for and granted, as opposed to the current threshold of 1/3 with repeated obligations at 40% and 50%.
In addition to the mandatory bid obligations set out in statutory law, the Company’s articles of association contain a mandatory bid obligation at 50%.
The new office address of the Company will be World Trade Centre, Ariadne House 1st floor, 333, 28th October Street, 3106 Limassol, the Republic of Cyprus.
The application for continuation has been filed with the Cyprus Register of Companies, and the Company expects that the registration and transfer of the registered office will take place after close of trading on Oslo Børs on 18 December 2009 or one of the following days. Confirmation of the date of transfer of registered office and confirmation of the new par value of the shares, as well as information on the new ISIN will be published as soon as registration has taken place.
For further queries contact:
Phone: + 47 992 63 476
CEO SeaBird Exploration
Phone: + 971 504 539075
CFO SeaBird Exploration
Phone: + 47 920 51455
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SeaBird Exploration Limited (BVI) `SeaBird` is a global provider of marine 2D and 3D seismic data, solutions for seabed acquisition of 4C/4D multimode seismic, and associated products and services to the oil and gas industry. SeaBird specializes in high quality operations within the high end of the source vessel and 2D market, as well as in the shallow water 2D/3D market. Main focus for the company is proprietary seismic surveys (contract seismic). SeaBird does not have a multi-client data library. Main success criteria for the company are an unrelenting focus on Health, Safety, Security, Environment and Quality (HSSEQ), combined with efficient collection of high quality seismic data.
All statements in this press release other than statements of historical fact are forward-looking statements and are subject to a number of risks, uncertainties and assumptions that are difficult to predict, and are based upon assumptions as to future events that may not prove accurate. These factors include SeaBird`s reliance on a cyclical industry and the utilization of the company’s vessels. Actual results may differ substantially from those expected or projected in the forward-looking statements.