Notice of an intra-group merger between North Energy ASA and North Energy Capital AS
Oslo, 24 April 2020
Reference is made to the stock exchange notice from 2 April 2020 where the Company informed about the closure of all outstanding tax claims from the Petroleum Taxation Office. Based on this the General Meeting in North E&P AS, a subsidiary of North Energy Capital AS, approved on the 8 April 2020 a proposal from the Board of Directors to dissolve the company North E&P AS.
Further, on the 8 April 2020 the General Meeting in North Energy Capital AS, a company owned 80% by North Energy ASA, approved a proposal for distribution of dividend of NOK 106.4 million, representing the total available equity in the company. Subsequent to the dividend distribution, an agreement was signed where North Energy ASA acquires the remaining 20% interest in North Energy Capital AS. From this date North Energy Capital AS is owned 100% by North Energy ASA.
Yesterday, a merger plan was signed by the Board of Directors in North Energy ASA and North Energy Capital AS. The merger provides that all of North Energy Capital AS’ remaining assets, rights and obligations will be transferred to North Energy ASA without consideration and North Energy Capital AS will thereafter be dissolved. The merger will be conducted as a parent company merger pursuant to the simplified rules for intra-group mergers as set out in Section 13-24 of the Public Limited Companies Act.
The merger plan is submitted to the Norwegian Register of Business Enterprises pursuant to Section 13-13 of the Public Limited Companies Act. Final resolution of the merger will be adopted by the Board of Directors at the earliest one month after the merger plan has been published. The Board of Directors of North Energy Capital AS and North Energy ASA intend to adopt the final merger resolution within June 2020 and the merger is expected to enter into force before the end of the year.
All shareholders will receive a notification of the merger. The merger plan including all attachments can be found on the website www.northenergy.no.
This information is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act