Merger of share classes
15 Apr 2016
Reference is made to the stock exchange notice published on 9 March 2016 in which Polarcus Limited (“Polarcus” or the “Company”) (OSE: PLCS) announced the issuance of Class B shares (the “Class B Shares”) as part of the completion of the Company’s financial restructuring (the “Restructuring”). The Company stated at the time, that it would work towards joining the Class B Shares with the Company’s existing ordinary shares (the “Ordinary Shares”) and as part of the Restructuring, the Company expressly reserved the right to repurchase the Class B Shares at any time in consideration for the issue of Ordinary Shares on a one for one basis.
Reference is also made to the stock exchange notice published on 13 April 2016 in which Polarcus announced that the EGM approved the merger of share classes through a share repurchase (the “Share Repurchase”) of Class B Shares.
The Board of Directors on 21 March resolved to repurchase all of the issued 463,491,579 Class B Shares in consideration for the issue of an equal number of Ordinary Shares (the “New Ordinary Shares”) with effective date of 14 April.
The New Ordinary Shares issued as a consideration to holders of Class B Shares have been issued under a separate temporary ISIN, being KYG7153K1408. The New Ordinary Shares will continue to be registered on the N-OTC under the ticker “PLCSB” in place of the Class B Shares. Subject to approval of the listing prospectus, the New Ordinary Shares will obtain the same ISIN as the Ordinary Shares and be listed on the Oslo Stock Exchange, which is expected to take place in early May.
Since the repurchased Class B Shares have a par value of USD 0.0013 each and the New Ordinary Shares have a par value of USD 0.20 each, the difference, in total USD 92,095,776.75, will be transferred from the Company’s share premium account to its share capital account, thus not affecting the total booked equity in the Company.
Following the issuance of the New Ordinary Shares and the repurchase of Class B Shares, the Company will have 530,472,947 Ordinary Shares outstanding, each with a par value of USD 0.20, and zero Class B Shares outstanding.
Hans-Peter Burlid, CFO
+971 50 559 8175
Polarcus (OSE: PLCS) is an innovative marine geophysical company with a pioneering environmental agenda, delivering high-end towed streamer data acquisition and imaging services from Pole to Pole. Polarcus operates a fleet of high performance 3D seismic vessels incorporating leading-edge maritime technologies for improved safety and efficiency. Polarcus offers contract seismic surveys and multi-client projects with advanced onboard processing solutions and employs nearly 500 professionals worldwide. The Company’s principal office is in Dubai, United Arab Emirates. For more information, visit www.polarcus.com
This information is subject of the disclosure requirements acc. to §5-12 vphl (Norwegian Securities Trading Act)