Nemesia S.a.r.l

April 24, 2017 13:51 ET

Nemesia S.à.r.l. Receives Distribution of Common Shares of International Petroleum Corporation

LUXEMBOURG, LUXEMBOURG--(Marketwired - April 24, 2017) - Nemesia S.à.r.l. ("Nemesia"), 40 Boulevard Grande Duchesse Charlotte, L-1330 Luxembourg, 100% of the shares of which are owned by Lorito Holdings S.à.r.l. ("Lorito") and Zebra Holdings and Investments S.à.r.l. ("Zebra"), two companies controlled by a trust settled by the late Adolf H. Lundin, announced today that pursuant to the previously announced spin-off by Lundin Petroleum AB Stockholm ("LUPE") (NASDAQ OMX:LUPE) of non-Norwegian producing assets into International Petroleum Corporation ("IPC"), a newly formed company, Nemesia has received common shares of International Petroleum Corporation (TSX:IPCO) (NASDAQ OMX:IPCO). The shares of IPC will be listed and start trading on the Toronto Stock Exchange and on the Nasdaq First North Stock Exchange on April 24, 2017.

Upon distribution of the IPC shares which took place on April 24, 2017, Nemesia received one common share of IPC for Can$nil consideration for every three common shares of LUPE held. As a result, Nemesia received 29'062'512 common shares or approximately 25.61 % of the issued capital of IPC immediately after the spin-off and distribution. The deemed issue price for the common shares is CAD4.77 based upon the evaluation of the Oil and Gas assets transferred through the spin-off.

In addition, IPC's Board has resolved to cause a subsidiary of IPC, immediately following the listing and subject to the establishment of the necessary credit facilities, to make an offer to all holders of IPC shares to purchase up to USD 100 million of IPC shares for a consideration of CAD4.77 per IPC share (the "Offer").

Nemesia has entered into an agreement with Statoil ASA (which is another major shareholder of IPC), pursuant to which, Nemesia has agreed to acquire any IPC shares held by Statoil ASA that have not been acquired by IPC's subsidiary pursuant to the Offer.

If the proposed Offer occurs, the percentage of outstanding common shares of IPC held by Nemesia may increase depending on the number of shares of IPC, if any, Nemesia is required to acquire from Statoil ASA.

Nemesia has acquired the commons shares of IPC for investment purposes. Nemesia may from time to time increase or decrease its investment in IPC depending upon the business and prospects of IPC and depending upon future market conditions.

A copy of the Early Warning Report filed pursuant to National Instrument 62-103 may be obtained from Sandy Kansky, 1-604-806 35 74

Contact Information

  • Mr. Aksel Azrac
    + 352 26 30 27 70
    +352 27 44 93 80 (FAX)