November 14, 2011
NEWS RELEASE -- SUBSCRIPTION PERIOD AND TRADING IN SUBSCRIPTION RIGHTS COMMENCES
14th November 2011 TSX-V/Oslo Axess: TSU
Vancouver, Canada: - Reference is made to the news release dated 4th November 2011 regarding the rights issue in Transeuro Energy Corp. ("Transeuro" or the "Company").
Transeuro is pleased to announce that the subscription period and trading in subscription rights will commence today.
The Offering:
Rights issue of up to 250,003,300 common shares (with no nominal value).
Subscription price:
The subscription price is CAD$ 0.06 per common share. For Norwegian subscribers, the subscription price in NOK will be fixed on 5 December 2011 (or, in case the subscription period is extended, one trading day subsequent to the expiry date), based on the fixed CAD/NOK currency rate published on the webpage of Norges Bank around 14:15 hours (CET) this day.
Subscription period:
From and including 14 November 2011 to 2 December 2011 at 17:00 (Toronto time) on TSXV Exchange and 17:30 (CET) at Oslo Axess.
Subscription rights:
Existing shareholders (at the last day of trading including subscription rights being 4 November 2011 / registered shareholders as per record date being 9 November 2011) are being granted one transferable subscription right per share owned that, subject to applicable law, provide preferential rights to subscribe for and be allocated the offered shares. Each subscription right gives the holder a right to purchase 2.72625 offered shares at CAD $ 0.06. Shareholders can also elect to purchase additional rights or to take a pro rata allocation of any offered shares not subscribed for by other holders of subscription rights.
Oversubscription and subscription without rights are allowed. However, there can be no assurance that offered shares will be allocated for such subscriptions.
For restrictions in respect of who may be allocated, or permitted to acquire, the subscription rights or to exercise the subscriptions rights, reference is made to Section 5.12 (Sale or Transfer of Subscription Rights) and Section 5.13 (Ineligible Holders) of the Norwegian Prospectus and page 19 to 21 (Ineligible Shareholders) and page 18 to 19 (Sale or Transfer of Rights) of the Canadian Prospectus.
The Subscription Rights will be listed and tradable on Oslo Axess under the ticker code "TSU T" and on TSXV under the ticker code "TSU.RT" from 14 November 2011 to 17:30 hours (CET) on 29 November 2011.
The subscription rights are expected to have commercial value. HOWEVER, SUBSCRIPTION RIGHTS THAT ARE NOT EXERCISED AND USED FOR SUBSCRIPTION OF OFFERED SHARES PRIOR TO THE EXPIRY OF THE SUBSCRIPTION PERIOD OR THAT ARE NOT SOLD PRIOR TO THE EXPIRY OF THE TRADING PERIOD WILL BE OF NO VALUE TO THE HOLDER.
Underwriting of the Rights Issue:
A standby guarantee consortium (the "Consortium") has been established to Underwrite CAD $11.5 million of the Issue. The Consortium mainly consists of larger Norwegian institutions, Questerre Energy Corp, Fondsfinans ASA, the entire Board of Transeuro and one additional private investor. Full details are available in the Norwegian and Canadian Prospectus available on Sedar, on the Company's website (www.transeuroenergy.com) and on the site of Fondsfinans (www.fondsfinans.no).
The underwriting is regulated by an underwriting agreement entered into between the Company and the Underwriters listed above (collectively the "Underwriting Agreement") According to the Underwriting Agreement, each of the Underwriters has, severally, and not jointly, and on a pro rata basis and up to the maximum amount undertaken by each of them, undertaken to subscribe for the Offered Shares not subscribed for during the Subscription Period. The underwriting obligation of each Underwriter does not include a guarantee for the payment by any subscriber or any other Underwriter of their subscription amount in the Rights Offering.
The obligation of each Underwriter to subscribe for Offered Shares will be pro rata reduced by the number of Offered Shares subscribed for and allocated to Subscribers in the Rights Offering. Each Underwriter's obligation will be reduced on a share for share basis with the number of Offered Shares subscribed for in the Rights Offering and allocated to such Underwriter.
The Underwriting Agreement will expire if the Underwriters are not notified of any allocation pursuant to the Underwriting Agreement within December 17, 2011. The Underwriting Agreement will further terminate immediately in the event bankruptcy procedures are opened in respect of the Company.
In addition to the Consortium of CAD$ 11.5 million, Questerre Energy Corp has (as previously announced) a CAD$ 2 million commitment to participate in the offering. Questerre in June 2011 provided a CAD$ 2 million loan to be repaid from the proceeds of the rights offering. Furthermore, Questerre Energy Corp has provided a CAD$ 500,000 standby credit facility that may be drawn by the Company at any time over the next 12 months after closing of the Rights Offering. The interest rate on this facility is 24% per annum. Overall the Company has guaranteed access to CAD$ 14 million. If fully subscribed the rights issue would provide CAD$ 15,000,198.
http://www.transeuroenergy.com/s/...IN-SUBSCRIPTION-RIGHTS-COMMENC... |
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