SeaBird Exploration Plc: Notice of EGM – Distribution of shares in Green Minerals AS to shareholders of Seabird Exploration Plc per January 8 2021
Published December 18, 2020 - 11:37 AM
18 December 2020, Limassol, Cyprus
The directors of SeaBird Exploration Plc («The Company») hereby give notice of an Extraordinary General Meeting (“EGM”) of the shareholders to be held on 8 January 2020 at 11.00 (local time) at Diagoras House 7th Floor, 16 Pantelis Catelaris Street, CY 1097 Nicosia, Cyprus.
On 27 November 2020, the Company completed a private placement in its fully owned subsidiary, Green Minerals AS (“the Subsidiary”), raising NOK 31,750,400 of new equity. Following the private placement, the Company holds 77.6% of the Subsidiary’s share capital.
The Board of Directors intends to seek a listing of the Subsidiary on Euronext Growth Oslo and, as part of the listing, proposes to distribute up to 3,000,000 of its shares in the Subsidiary to its own shareholders (“the Distribution”), while remaining a large shareholder.
In order to enable the Company to proceed with the Distribution, the Board of Directors proposes that the Company’s share premium account, presently in the amount of US$317,487,152 , be reduced for the purpose of writing off losses of the Company, pursuant to section 64(d) of the Law.
In addition to the reduction of the Company’s share premium account for the purpose of writing off losses of the Company, the Board of Directors proposes that the Company’s share premium account be further reduced, pursuant to section 64(c) of the Law, by an amount of US$3,800,000 , which is in excess of the wants of the Company.
The Board of Directors further proposes that the said reduction be effected by distributing to the Company’s shareholders up to 3,000,000 shares in the Subsidiary.
The cutoff date for the distribution will be on 8 January 2021, i.e. the calculation of the number of shares in Green Mineral AS to the shareholders of Seabird Exploration Plc will be done on the basis of registered shares on owners per this date. Shares in Seabird Exploration Plc held after this date are not eligible for shares in Green Minerals AS.
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 pursuant to section 5-12 of the Norwegian Securities Trading Act.
For further queries contact:
Erik von Krogh
Mob: +47 930 38 075