Paris, 17 December 2018
Completion of a capital increase
reserved for Rockover and the buyback
from Rockover of deferred payments (Gabon)
- Implementation and completion of the capital increase reserved for Rockover in accordance with the agreement covering the buyback of deferred payments from Rockover by M&P
- Completion of the buyback of deferred payments from Rockover by M&P
Etablissements Maurel & Prom ("M&P"), Euronext Paris: MAU, ISIN FR0000051070) announces the launch and subsequent completion of the capital increase reserved for Rockover Energy Limited ("Rockover") and, as a consequence, the completion of the buyback of deferred payments from Rockover authorised by the Board of Directors on 5 November 2018 (the "Transaction").
As a reminder, under the Transaction, M&P was to acquire from Rockover the deferred payments held by Rockover in consideration of US$10.75 million to be paid in cash and the issuance of 5,373,209 new shares according to the terms set out below.
To this end, the extraordinary general meeting of M&P shareholders, held on 12 December 2018, approved the delegation of authority relating to the capital increase, without preferential subscription rights, reserved for Rockover, pursuant to Article L.225-138 of the French Commercial Code (first resolution).
At its meeting of 14 December 2018, the Board of Directors implemented this delegation of authority and decided to carry out the capital increase for a total nominal amount of €4,137,370.93 through the issuance of 5,373,209 new shares with a par value of €0.77 each and a unit subscription price of €5.182. These shares were fully subscribed by Rockover and paid up by offsetting the receivable held by Rockover against M&P as a result of the buyback by M&P of the deferred payments. The new shares were issued with current dividend rights and are equivalent to existing shares. Their admission to trading on the Euronext Paris regulated market was also requested.
At the conclusion of this transaction, M&P's share capital stood at €154,549,411.94 divided into 200,713,522 shares with a par value of €0.77 each. After the completion of the capital increase, the Rockover group held 2.68% of M&P's share capital. For information purposes, a shareholder holding a 1% stake in M&P's capital prior to the capital increase now holds a 0.97% stake. It should be noted that, in accordance with applicable regulations, this transaction did not result in the publication of a prospectus.
Given the fulfilment of the conditions precedent of the Transaction, the completion of the capital increase and the payment of the balance of the deferred payments in cash to the Rockover group, the Transaction is now finalised. It puts an end to the deferred payments due to Rockover and is expected to save M&P an estimated annual amount of between US$6 million and US$10 million over the coming years and to increase its future net income. In addition, the issuance of new shares increases the free float on the market and is expected to enhance liquidity in the stock.
For more information, visit www.maureletprom.fr
MAUREL & PROM
Press, shareholder and investor relations
Tel: +33 (0)1 53 83 16 45
Financial communications and investor relations
Julie Coulot/Louis-Victor Delouvrier
Tel: +33 (0)1 44 71 98 53
Tel: +33 (0)1 44 71 94 98
This document may contain forward-looking statements regarding the financial position, results, business and industrial strategy of Maurel & Prom. By nature, forward-looking statements contain risks and uncertainties to the extent that they are based on events or circumstances that may or may not happen in the future. These projections are based on assumptions we believe to be reasonable, but which may prove to be incorrect and which depend on a number of risk factors, such as fluctuations in crude oil prices, changes in exchange rates, uncertainties related to the valuation of our oil reserves, actual rates of oil production and the related costs, operational problems, political stability, legislative or regulatory reforms, or even wars, terrorism and sabotage.
Maurel & Prom is listed for trading on Euronext Paris
CAC All-Share - CAC Oil & Gas - Next 150 - PEA-PME and SRD eligible
Isin FR0000051070 / Bloomberg MAU.FP / Reuters MAUP.PA
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Maurel & Prom via Globenewswire