Lundin wraps up reorganization to spin-off non-Norwegian assets

Swedish oil company Lundin Petroleum has received shareholder support to spin-off its non-Norwegian producing assets into a newly formed company called International Petroleum Corporation (IPC) and regulatory consents for internal reorganization. 

The plan to spin-off its assets in Malaysia, France and the Netherlands was announced back in February and Lundin said it would then distribute all of the shares of IPC, on a pro-rata basis, to Lundin Petroleum shareholders.

The distribution of IPC shares was conditionally approved by the shareholders of Lundin Petroleum on March 22, 2017.

In addition to Lundin Petroleum shareholder approval, the company received the regulatory consents and approvals to complete the internal reorganization of the Lundin Petroleum Group to spin-off its assets in Malaysia, France and the Netherlands into IPC. The reorganization was completed on April 7, 2017.

Lundin Petroleum confirmed on Tuesday that IPC has now received conditional approval for the listing of its shares on the Toronto Stock Exchange (TSX) and is intending to list on the Nasdaq First North stock exchange. The distribution and first day of trading of IPC’s shares on the TSX and Nasdaq First North is expected to occur on April 24, 2017.

The board of directors of Lundin Petroleum has determined that the conditions for shareholder approval have been satisfied and that the record date for the distribution of the IPC shares will be April 20, 2017. Based on that record date, the shares of Lundin Petroleum will start trading without the right to the distribution of the IPC shares on April 19, 2017.

Each three shares in Lundin Petroleum will entitle the holder to one common share in IPC. If the shareholding in Lundin Petroleum is not evenly divisible by three, the holder will receive an entitlement to a fraction of a share. Such fractions will be added together with the fractions held by other shareholders into whole shares in IPC, which will be sold on the market by Pareto Securities. The proceeds, without deduction of any commissions, will then be paid to the relevant IPC shareholders via Euroclear Sweden.

As previously announced, IPC’s board of directors has resolved to cause a subsidiary of IPC, immediately following the listing and subject to establishment of the credit facility described below, to make an offer to all holders of IPC shares to purchase up to $100 million of IPC shares for consideration of CAD 4.77 per IPC share. If made, the offer is expected to be open for acceptance for approximately three weeks, and any shares acquired under the offer are expected to be subsequently cancelled.

Statoil to tender IPC shares 

The company and IPC have been advised by Statoil that it intends to tender its IPC shares to the offer if the offer is made. The company has also been advised that Nemesia Sàrl, an investment company related to the Lundin family, along with Landor Participations Inc., another investment company related to a member of the Lundin family, and members of IPC’s board and management, do not intend to tender to the offer.

In addition, the company understands that Statoil and Nemesia have entered into an agreement pursuant to which, following the expiry of the offer, Nemesia will acquire any IPC shares held by Statoil that have not been acquired by IPC’s subsidiary in the offer.

In order to finance the offer, certain IPC subsidiaries and IPC, in the capacity of guarantor, have received credit approved terms for a new reserve-based lending facility with a syndicate of banks led by BNP Paribas, Australia and New Zealand Banking Group (ANZ), BMO Capital Markets and ScotiaBank Europe. $100 million will be available under the reserve-based lending facility to finance the offer to purchase shares of IPC.