Maurel & Prom - Distribution of Maurel & Prom Nigeria’s shares to Maurel & Prom Shareholders and Listing of Maurel & Prom Nigeria on the Regulated Market of NYSE Euronext in ParisBy Maurel Prom, PRNE
Tuesday, December 13, 2011
PARIS, December 14, 2011 -
- Indicative reference value
- Tax implications of the distribution
- Implementation of a liquidity contract
Pursuant to the resolutions voted by Maurel & Prom shareholders at the shareholders’ meeting on 12 December 2011, the admission to trading on the regulated market of NYSE Euronext in Paris and first listing of Maurel & Prom Nigeria shares will take place tomorrow, on 15 December 2011.
115,336,534 Maurel & Prom Nigeria shares will be distributed, one Maurel & Prom share held giving right to one Maurel & Prom Nigeria share, on the basis of the share capital and on the number of Maurel & Prom shares (excluding treasury shares) recorded today.
The technical reference price for the shares of Maurel & Prom Nigeria, communicated to NYSE Euronext for the opening of the trading session of December 15, 2011 is 2.08 euros per share. This reference price derives from the global value of Maurel & Prom Nigeria, set by the board of directors of Maurel & Prom taking notably into account the work and the conclusions of an independent expert, the firm Ledouble and approved by Maurel & Prom shareholders at the ordinary shareholders’ meeting held on December 12, 2011, divided by the number of Maurel & Prom Nigeria shares actually distributed.
This indicative reference value of 2.08 euros per share shall be retained by Maurel & Prom shareholders to determine the amount of the taxable dividend received under the form of Maurel & Prom Nigeria shares and to determine the tax value of Maurel & Prom Nigeria shares, in case of subsequent sale of these shares.
It, in no way, gives any assurance as to the value of Maurel & Prom Nigeria’s shares resulting from their listing on the NYSE Euronext Paris stock exchange.
The Autorité des marchés financiers (AMF) granted its visa n° 11-511 on 4 November 2011 on the prospectus prepared by Maurel & Prom Nigeria.
In addition, as of 15 December 2011 and for a period of one year automatically renewable for successive periods of one year, the board of directors of Maurel & Prom Nigeria has requested, in the framework of its share buy-back program, Kepler Capital Markets to implement a liquidity contract in accordance with the Charter of Ethics established by the AMAFI and approved by the AMF on 21 March 2011.
The following resources have been allocated to the liquidity account for the implementation of this contract:
- 3,000,000 euros
- no Maurel & Prom Nigeria share
Maurel & Prom is listed on Euronext Paris - Compartment A - CAC® Mid 60 - SBF120® - CAC® Mid & Small - CAC® All-Tradable - CAC® All-Share
Isin FR0000051070 / Bloomberg MAU FP / Reuters MAUP.PA
This press release is a promotional communication and not a prospectus within the meaning of Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 (as transposed in all Member States (the “Member States”) of the European Economic Area) (the “Prospectus Directive”). With regard to the Member States, no action has been or will be undertaken to the effect of making a public offering of Maurel & Prom Nigeria shares requiring the publication of a prospectus in one or more of the Member States. A prospectus is available from Maurel & Prom Nigeria and Etablissements Maurel & Prom. Maurel & Prom Nigeria draws the public’s attention to the risk factors described in Section 4 - Risk Factors of the prospectus which received the AMF visa.
This press release is not and cannot in any case be regarded as constituting a public offering by Maurel & Prom or Maurel & Prom Nigeria, or as a solicitation of the public concerning any offer. No effort has been undertaken or will be undertaken in any country in which such steps would be required for making a public offering, or for the dissemination or distribution of this press release, any other offering document or promotional communication. No public offering of financial securities is made in the context of this transaction in the United States of America or in any other country.
This communication is being distributed to and directed only at (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 companies, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order. Any investment or investment activity to which this communication relates is available only to and will be engaged in only with such persons. Persons within the United Kingdom who receive this communication (other than persons falling within (i) and (ii) above) or Maurel & Prom existing shareholders should not rely on or act upon this communication.
This press release is neither an offer to sell nor a solicitation for an offer to purchase securities in the United States of America. The securities described herein have not been and will not be registered within the meaning of the Securities Act of 1933 as amended (the “Securities Act”) or within the meaning of the laws applicable in the states of the United States of America, and will not be offered or sold in the United States of America through a system of exemption provided for by the said Securities Act or by the applicable laws of the states of the United States of America. This press release and the information it contains may not be sent to or distributed in the United States of America, and Maurel & Prom Nigeria Shares are not offered in the United States of America.
This press release contains statements on the prospects and growth strategies of the issuer, based on assumptions and estimates. These forward-looking statements mainly relate to the issuer’s business, financial position and future prospects. It is necessary to consider each of these forward-looking statements with caution due to known or unknown risks that may occur and the uncertainties that surround them. Although these forward-looking statements are based on data, assumptions and estimates considered being reasonable, no assurance can be given that the results or projections given will be realised in the future or, should they be realised, will have the expected impact on the issuer’s business, financial position or prospects. The forward-looking statements in this press release are given only as at the date thereof, and there is no commitment from the issuer to publish updates or revise the forward-looking statements contained in this press release, with the exception of any legal or regulatory obligations that might apply.
Do not distribute in the United States of America, Canada, Australia, Japan or South Africa
1. Copies of the prospectus are available free of charge from Maurel & Prom Nigeria (12, Rue Volney, 75002 Paris) and Etablissements Maurel & Prom (12, Rue Volney, 75002 Paris) as well as on the websites of Maurel & Prom Nigeria (www.mpnigeria.com), Etablissements Maurel & Prom (www.maureletprom.fr) and the Autorité des marchés financiers (www.amf-france.org). An English translation is also available. Maurel & Prom Nigeria draws the public’s attention to the risk factors described in Section 4 - Risk Factors of the prospectus which received the AMF visa.
For more information:
Tags: December 14, France, Maurel & Prom, Paris