The following documents have been circulated to shareholders:
Notice of the Extraordinary General Meeting of Shareholders of Sequa Petroleum N.V.
Shareholders are hereby invited to attend the Extraordinary General Meeting of Shareholders (EGM) of Sequa Petroleum N.V. (the Company), to be held at the 24th floor, Rembrandt Tower, Amstelplein 1 (1096 HA) in Amsterdam, the Netherlands on Monday 14 December 2015 at 14.00 hours p.m. CET.
The agenda items of the EGM will be as follows:
- Opening and general information
- Proposal to appoint the management board of the Company as the competent body to resolve to the issuance of ordinary shares in the capital of the Company*
- Proposal to appoint the management board of the Company as the competent body to resolve to restrict or to exclude the pre-emptive rights of existing shareholders of the Company with respect to an issuance of shares*
- Any other business and closing of the EGM
* Items put on the agenda for voting. The other items are on the agenda for discussion only.
All documents prepared for the purpose of the EGM, including the agenda and the explanatory notes thereto are available for inspection and can be obtained free of charge at the Company’s offices at 42 Upper Berkeley St, London W1H 5QL, United Kingdom. Shareholders have also received the documents through the respective clearing system: Clearstream or Euroclear, as applicable (the Clearing System).
Record Date / Registration to Vote
Recognised as persons entitled to attend the meeting will be those persons who hold shares of the Company at 16 November 2015 (the Record Date), upon the processes of all additions and withdrawals as at the Record Date.
Shareholders who wish to attend the EGM either in person or by proxy are asked to register by SWIFT via their custodian bank with BNP Paribas Securities Services, S.C.A., Luxembourg Branch (the Agent) with a copy to email@example.com and a copy to the Company (address: 42 Upper Berkeley St, London W1H 5QL, United Kingdom; e-mail: Robin.Storey@sequa-petroleum.com). A template for the registration application has been received by the shareholders through the Clearing System and can also be obtained free of charge at the offices of the Company.
The registration application needs to be accompanied by a certification of the relevant custodian bank stating the number of shares held by the shareholder at the Record Date. The registration will be confirmed by the registration statement issued by the Company, which will serve as the admission ticket to the meeting. Incomplete registration applications or registration applications that are not accompanied by the aforementioned certification will be disregarded. Registration for the EGM is possible in the period from 17 November until 7 December 2015 at 17:00 hours CET.
Voting by Proxy
Notwithstanding the obligation to register for the meeting, a shareholder, who does not wish to attend the EGM in person, may give a written proxy and voting instructions to a third person to attend and vote at the EGM on his behalf. A shareholder who will not be attending the meeting in person may also give a proxy and voting instructions by SWIFT via their custodian bank to the Agent with a copy to firstname.lastname@example.org and to the person referred to in the voting proxy.
Shareholders who wish to attend the EGM by proxy are asked to notify the Agent no later than 7 December 2015 at 17:00 hours CET by completing, signing and timely returning the proxy and the voting instruction to their custodian bank.
A template of the proxy has been received by the shareholders through the Clearing System. A template of the proxy can also be obtained free of charge at the offices of the Company. The proxy should, at the discretion of the Company, sufficiently identify the shareholder and the proxy holder and the number of shares for which the proxy holder will represent the shareholder at the EGM.
Explanatory notes to the agenda of the Extraordinary General Meeting of Shareholders (EGM) of Sequa Petroleum N.V. (the Company) to be held at the 24th floor, Rembrandt Tower, Amstelplein 1 (1096 HA) in Amsterdam, the Netherlands on Monday 14 December 2015 at 14.00 hours p.m. CET.
Explanation to agenda item 2
1.1 In September 2015, the Company completed the acquisition of Tellus Petroleum Invest AS (TPI) (the Tellus Transaction). The consideration for the acquisition of TPI by the Company is a combination of cash and new shares issued by the Company to the shareholders of TPI. Furthermore, Tellus Petroleum AS (TP), a wholly owned subsidiary of TPI, has entered into an agreement with Wintershall Norge AS (Wintershall) in June 2015, pursuant to which TP will acquire a portfolio of assets in the Norwegian Continental Shelf consisting of working interests in four oil and gas fields along with interests in several exploration blocks (the Wintershall Transaction). Both the Tellus Transaction and the Wintershall Transaction were approved by the General Meeting in its meeting held on 24 August 2015.
1.2 In relation to the consideration to be paid for the Tellus Transaction, the General Meeting, in its meeting held on 24 August 2015, also resolved to designate the Management Board as the competent body to resolve to the issuance of (up to) 6,000,000 shares in the capital of the Company in one or more tranches, for a period of 2 years as of the day of this meeting and to designate the Management Board of the Company as the competent body to resolve to restrict or to exclude the pre-emptive rights of existing shareholders of the Company in respect of the issuance of the afore-mentioned shares. On 24 September 2015, 1,500,000 shares in the capital of the Company were issued to the shareholders of TPI as first part of the consideration for the acquisition of TPI.
1.3 On 16 October Tellus Petroleum AS (TP), a wholly owned subsidiary of TPI, entered into an agreement with Total E&P Norge AS (Total), pursuant to which the latter will agree, subject to the satisfaction of the conditions contained therein, to sell a 15% of ownership interests in production licences of Gina Krog (the Gina Krog SPA) against a total consideration (including latest project operator cost estimates for Total’s share in 2015) of circa Norwegian Kroner 1.4 billion.(the Gina Krog Transaction).
1.4 On 1 October TP entered into an agreement with OMV (Norge) (OMV), pursuant to which the latter will agree, subject to the satisfaction of the conditions contained therein, to sell 0.554% of ownership interests in production licences of Ivar Aasen (the Ivar Aasen SPA) against a total consideration of up to Norwegian Kroner 45 million (the Ivar Aasen Transaction).
1.5 Recognising the significant growth opportunities that are available to the Company to fulfil its strategy of acquiring mid-sized development assets in the current market conditions, combined with the financing requirement for the announced Wintershall, Gina Krog and Ivar Aasen transactions, it is important to provide the Management Board and Supervisory Board with flexibility to issue new equity capital as required to maintain adequate balance sheet strength. Section 1.6 sets out the Company’s proposal for delegated authority. The price set for this equity issuance by the Management Board and Supervisory Board will have due regard for the interests of existing shareholders.
1.6 In addition to the delegation granted to the Management Board on 31 March 2014 (which expires on 31 March 2016) and on 24 August 2015 (which expires on 24 August 2017) and in order to meet its financing needs, it is proposed to the General Meeting to designate the Management Board of the Company as the competent body to resolve to the issuance of a maximum of 250,000,000 shares in the capital of the Company on a fully diluted basis at the time of issuance for a period of two years. The Management Board resolution to issue shares in the Company requires the approval of the Supervisory Board.
1.7 The existing delegations mentioned above will continue to exist and be in full force and effect.
1.8 The designation of the Management Board as the competent body to resolve to the issuance of the maximum of 250,000,000 shares in the capital of the Company contemplates flexibility with regard to the completion of the transactions set out in 1.1 – 1.4 above.
1.9 It is envisaged that the shares to be issued in the capital of the Company will be listed on the Marché Libre of Euronext Paris.
Explanation to agenda item 3
2.1 In accordance with article 6.6 of the Articles and section 96a paragraph 6 of the Dutch Civil Code, it is proposed to the General Meeting to designate the Management Board of the Company as the competent body to resolve to restrict or to exclude the pre-emptive rights of existing shareholders of the Company in respect of the issuance of (up to) 250,000,000 shares in the capital of the Company, for a period of 2 years as of the day of the EGM.
2.2 The Management Board resolution to restrict or exclude the pre-emptive rights requires the approval of the Supervisory Board.
Ivar Aasen Acquisition Update
Sequa Petroleum N.V. strengthens its interest in the Ivar Aasen field, acquiring OMV’s stake through its Norwegian subsidiary Tellus Petroleum
Sequa Petroleum N.V. is pleased to announce that its subsidiary Tellus Petroleum AS has entered into an agreement with OMV (Norge) AS to purchase its 0.554% interest in the Ivar Aasen field. The effective date of the transaction is 1st January 2015 and the transaction is subject to consent by the Norwegian Authorities. The transaction is planned for completion (closing) at the end of 2015, contemporaneously with the completion of the Wintershall portfolio transaction, as announced on 18th June 2015.
In the transaction, it is agreed that Tellus will pay a purchase price upto NOK 45 million. The field is operated by Det Norske (34.8%), with proven and probable (2P) reserves of some 1 million boe net to Tellus as per the official Norwegian Petroleum Directorate (“NPD”) data. Production is expected to start in December 2016 ramping up to a plateau of some 280 bopd net to Tellus.
This transaction is a positive addition to the portfolio purchase agreement with Wintershall, announced in June, increasing Tellus Petroleum’s interest in the Ivar Aasen field to 7.0%. The deal continues to build the company’s portfolio, delivering Sequa and Tellus’ strategy of rapid growth through acquiring high quality material assets that are in production or being moved through development into production.
About Ivar Aasen
The Ivar Aasen oil field is located in the northern part of the North Sea, northwest of the Johan Sverdrup field. The partners are Det norske (operator 34.8%), Statoil (41.5%), Bayerngas (12.3%), Wintershall (6.5%), VNG Norge (3.0%), Lundin (1.4%) and OMV (0.55%). Ivar Aasen will be developed with a 4 legged Steel Jacket platform and topside facilities include 1st stage separation, produced water treatment, water injection system, living quarter and utility and safety systems. Power and gas lift will be provided by the neighbouring Lundin operated Edvard Grieg platform. A total of 7 producers and 6 injectors (all platform wells) are planned and oil and gas will be exported to the Edvard Grieg platform via pipeline and further onwards to the Grane Oil Pipeline (to the Sture terminal) and gas via the SAGE system to the UK. Peak production is estimated at 65,000 boe per day and gross reserves are 189 million boe according to NPD.
Jacob Broekhuijsen – CEO
Carol Frost – Director HR and Communication