Sequa Petroleum N.V. EGM 14th December 2015 and Ivar Aasen Acquisition Update

PR62458

LONDON, Nov. 9 / PRNewswire=KYODO JBN/--

    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:

    Agenda

     1) Opening and general information

     2) 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*  

     3) 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*

     4) 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.

    Meeting documents

    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

lux.ostdomiciliees@bnpparibas.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 lux.ostdomiciliees@bnppribas.com 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 Marche 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.

    CONTACTS:

    Jacob Broekhuijsen - CEO

    Carol Frost - Director HR and Communication

    +44(0)203-728-4450

    info@sequa-petroleum.com

    Sequa Petroleum N.V., Registered at the Dutch Chamber of Commerce No.

58633618 with a Corporate Seat in Amsterdam.UK Company No. FC031530, UK

Establishment No. BR016598

    SOURCE: Sequa Petroleum N.V.