Red Sea Oil - Lundin Oil Plan Of Arrangement Update
VANCOUVER, BRITISH COLUMBIA--(RSO - CDNX) Red Sea Oil Corporation (the ``Company') is pleased to provide an update on the previously announced acquisition of Red Sea by Lundin Oil AB [NasdaqSC:LOILY - news] pursuant to a plan of arrangement. Red Sea has scheduled a court hearing for March 24, 2000 with the Ontario Superior Court of Justice for the purpose of obtaining an interim order which would allow Red Sea to proceed with its annual and special meeting of shareholders called to consider the plan of arrangement for approval. Provided that the interim order is obtained, Red Sea will be mailing to its shareholders a management information circular and proxy statement on or about March 31, 2000. The management information circular will include a description of the plan of arrangement, prospectus level disclosure regarding Red Sea and Lundin Oil and pro forma financial information giving effect to the plan of arrangement. A letter of transmittal will be included in the mailing to Red Sea shareholders. Red Sea shareholders will be required to complete and return the letter of transmittal together with their share certificates in order to obtain Lundin Oil Series B shares upon completion of the arrangement.
The annual and special meeting of Red Sea shareholders is scheduled for May 4, 2000 at Red Sea's offices in Vancouver, British Columbia. Lundin Oil has also scheduled its annual general meeting for May 4, 2000 in Stockholm Sweden at which Lundin Oil shareholders will consider, for approval, the issuance of additional Lundin Oil Series B shares pursuant to the arrangement. Provided that the requisite Red Sea and Lundin Oil shareholder approvals are obtained, a court hearing will be held on May 8, 2000 for the purpose of obtaining a final order approving the arrangement.
Upon receipt of the final order, Lundin Oil will commence the process of registering the new issuance of Lundin Oil Series B shares in Sweden which is expected to take approximately 10 days. Once the Lundin Oil Series B shares are registered, Articles of Arrangement will be filed and Red Sea shareholders who have completed and returned their letters of transmittal will receive Lundin Oil Series B shares to which they are entitled.
The Lundin Oil Series B shares to be issued to Red Sea shareholders will be represented by global depositary shares (``GDSs') evidenced by global depositary receipts (``GDRs'). The GDSs trade on NASDAQ under the symbol LOILY. The GDSs may be converted into Lundin Oil Series B shares at any time upon the payment of a fee to the GDR depositary, should the shareholder wish to trade the shares on the Stockholm Stock Exchange where Lundin Oil trades under the symbol LOILB. The normal fee charged is $0.05 per share, however, a special arrangement has been made to reduce this fee for a limited time following completion of the plan of arrangement. Full information on the special fee arrangement will be available through the GDR depositary and in the management information circular of Red Sea. |