Bifogade filer
Beskrivning
| Land | Norge |
|---|---|
| Lista | Oslo Bors |
| Sektor | Energi & Miljö |
| Industri | Energikällor |
Intresserad av bolagets nyckeltal?
Analysera bolaget i Börsdata!
Vem äger bolaget?
All ägardata du vill ha finns i Holdings!
2026-02-24 22:16:12
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG
KONG, SOUTH AFRICA OR JAPAN OR IN ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT IS NOT A
PROSPECTUS AND DOES NOT CONSTITUTE A PUBLIC OFFER OF ANY OF THE SECURITIES
DESCRIBED HEREIN.
Oslo, 24 February 2026
Panoro Energy ASA (the "Company" or "Panoro" with OSE ticker: "PEN") announces,
in connection with having entered into a definitive agreement with Kosmos Energy
Operating (listed on the New York Stock Exchange and London Stock Exchange)
("Kosmos") to acquire the entire share capital of Kosmos International
Petroleum, Inc. which indirectly owns a 40.375 per cent non-operated interest in
Block G offshore Equatorial Guinea (the "Acquisition"), a private placement (the
"Private Placement") of up to approx. NOK 467 million, equivalent to up to
approx. USD 49 million, through the issuance of up to 19,999,999 new shares
("Offer Shares"), consisting of: (i) one fully underwritten tranche of
11,694,400 Offer Shares ("Tranche 1"), which equals the maximum number of new
shares the Company's board of directors (the "Board") may issue pursuant to the
existing board authorization to increase the Company's share capital granted by
the Company's annual general meeting held on 21 May 2025 (the "Board
Authorization"), and (ii) a fully pre committed second tranche of up to
8,305,599 Offer Shares ("Tranche 2"), to be issued by, and subject to approval
from, an extraordinary general meeting in the Company to be held on 20 March
2026 (the "EGM"), which will be summoned separately and in due course after the
notification of allocation in the Private Placement. For further details related
to the Acquisition, please see the separate press release issued today by
Panoro.
Panoro has engaged SB1 Markets AS as sole bookrunner (the "Sole Bookrunner") and
Clarksons Securities AS as co-manager (the "Co-Manager", and together with the
Sole Bookrunner, the "Managers") in the Private Placement.
The subscription price per Offer Share (the "Offer Price") is fixed at NOK 23.35
per share, equal to the closing price of the Company's shares on Euronext Oslo
Børs (the "OSE") on 24 February 2026.
The application period will commence today 24 February 2026 at 22:15 hours (CET)
and close on or before tomorrow 25 February 2026 at 08:00 hours (CET) (the
"Application Period"). The Company may, at its sole discretion, extend or
shorten the Application Period at any time and for any reason. If the
Application Period is shortened or extended, the other dates referred to herein
may be amended accordingly.
The Company announced today, after market close, a cash distribution for Q4 2025
of NOK 0.440 per share, with the last day inclusive the right to receive such
distribution on 26 February 2026 and ex-date with respect to the distribution on
27 February 2026. Investors in the Private Placement will not be entitled to
this cash distribution. The shares will trade ex-right to cash distribution
prior to the settlement in the Private Placement (expected to occur on or about
3 March 2026 for Tranche 1 and on or about 25 March 2026 for Tranche 2).
Consequently, any trading by investors of Offer Shares will be on an ex
-distribution basis.
The Tranche 1 of the Private Placement is, subject to certain customary terms
and conditions as set out in an underwriting agreement (the "Underwriting
Agreement"), fully underwritten at the Offer Price, securing minimum
subscription of 11,694,400 Offer Shares by existing shareholders Sundt AS, funds
managed by Cobas Asset Management, SGIIC, S.A., Executive Chairman of the Board
of Directors Mr. Julien Balkany and Board Member Mr. Christophe Salmon
(together, the "Underwriters"). Tranche 2 of the Private Placement was added on
the back of strong investor demand in the pre-sounding phase, and is covered by
pre-commitments. The Underwriters shall receive a customary underwriting
commission in the form of a receivable against the Company which shall be
settled by the Company with a total of 584,720 treasury shares to the
Underwriters at the Offer Price, rounded down to the nearest whole share (the
"Underwriting Shares"). The Underwriters have, as further set out below under
"Pre-commitments", also pre-committed to subscribe for Offer Shares in the
Private Placement.
Use of proceeds
The net proceeds to the Company from the Private Placement will be used to
partially finance the Acquisition, and general corporate purposes. The remaining
part of the consideration in the Acquisition is contemplated to be financed
through a tap issue in the amount of USD 150 million under the Company's
existing senior secured bonds with ISIN NO0013415786 (jointly, the "Bonds") and
available funds of the Company. Please refer to the stock exchange announcement
published by the Company earlier today regarding the Acquisition for more
information about the Bonds.
If the Acquisition for any reason is not completed, the net proceeds from the
Private Placement may be used for general corporate purposes, including other
business opportunities. Completion of the Private Placement is not, for the
avoidance of doubt, conditional upon completion of the Acquisition or the Bonds,
and the settlement of the Private Placement (whether in Tranche 1 or Tranche 2)
will remain final and binding and cannot be revoked, cancelled or terminated by
the investors if the Acquisition and/or the Bonds are not completed.
Selling restrictions
The Private Placement will be offered to investors subject to applicable
exemptions from relevant prospectus requirements in accordance with Regulation
(EU) 2017/1129 and is directed towards a limited number of selected investors
subject to applicable exemptions from relevant prospectus, filing and
registration requirements: (i) outside the United States in reliance on
Regulation S under the US Securities Act of 1933 (the "US Securities Act") and
(ii) in the US only to persons reasonably believed to be "qualified
institutional buyers" (QIBs) as defined in Rule 144A under the US Securities
Act. Applicable selling restrictions will apply.
In the United Kingdom, it shall be directed only at persons who are "qualified
investors" as defined in paragraph 15 of Schedule 1 to the Public Offers and
Admission to Trading Regulations 2024, and who are (i) persons having
professional experience in matters relating to investments who fall within the
definition of "investment professionals" in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the
"Order") or (ii) high net worth entities falling within Article 49(2)(a) to (d)
of the Order