21 December, 2009. Cyprus: SeaBird Exploration Limited (“SeaBird" or "SBX");
Reference is made to the announcement made by SeaBird Exploration Limited (the “Company”) on 16 December 2009.
The Company has today been registered in the Cyprus Register of Companies as a Cypriot company, and the transfer of the Company’s registered office and the entry into force of new articles of association (ref. notice published 23 April 2009) is therefore effective from today.
The ISIN for the interests in the shares and the par value of the shares are amended as shown below. The new ISIN will be effective for trading on Oslo Børs from 22 December 2009, prior to which the shares will be traded with the old ISIN.
New ISIN: CY0101162119
Old ISIN: VG G79 44D1087
New par value: USD 0.01
Old par value: None
As a consequence of the transfer, the Company’s home member state pursuant to the Transparency Directive (2004/109/EC) will change from Norway to Cyprus, which, inter alia, will result in the below changes in thresholds for notification of large shareholdings, effective from today, 21 December 2009.
New thresholds for notification of large shareholdings: 5%, 10%, 15%, 20%, 25%, 30%, 50% and 75%.
Old thresholds for notification of large shareholdings: 5%, 10%, 15%, 20%, 25%, 1/3, 50%, 2/3 and 90%
Please see the stock exchange notice published on 16 December 2009 for an account of certain uncertainties related to the change of home member state and its consequences, including its effect on disclosure requirements for large shareholdings.
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 transfer be determined by Cyprus law, resulting in the below changes:
New threshold for mandatory bid obligation: 30%, with repeated obligations at every percentage above 30% unless an exemption is applied for and granted
Old threshold for mandatory bid obligation: 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%.
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 to continue to publish quarterly reports.
The number of SeaBird Exploration Limited shares issued will still be 174,895,831. Bonds and certificates issued by SeaBird Exploration Limited will keep their current Norwegian ISIN and the current par value.
The new registered address of the Company is World Trade Center, Ariadne House 1st floor, 333, 28th October Street, 3106 Limassol, the Republic of Cyprus.
For further queries contact:
Phone: + 47 992 63 476
CEO SeaBird Exploration
Phone: + 971 504 539075
CFO SeaBird Exploration
Phone: + 47 920 51455
- - -
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.
This information is subject of the disclosure requirements acc. to §5-12 vphl (Norwegian Securities Trading Act)