I.M. Skaugen ASA hereby summons an Extraordinary General Meeting on 7 January, 1999 for consideration of a proposal from the Board of Directors to authorise acquisition of the Company's own shares as well as a proposal to authorise the decision to issue convertible loans.
Pursuant to the new Public Companies Act from 1 January, 1999, public companies are granted the right to acquire own shares to a maximum limit of 10 percent of the share capital. The Board of Directors of I.M. Skaugen ASA believes that the acquisition of the Company's own shares may be right for the Company with a view, inter alia, to improving the shareholders' return. The acquisition of the Company's own shares can for example be relevant in a situation where the Company's equity- and liquidity situation is good, while at the same time there is a limited supply of attractive investment opportunities. The acquisition of the Company's own shares is generally viewed by the stock market as positive and as a sign of emphasis on shareholder value.
In order to finance the Company's acquisition of its own shares, investment in ships and/or ships, the Board of Directors finds that it is favourable for the Company to seek to raise loans that carry rights to the issuance of new shares, i.e. convertible bonds. This will make it possible to carry out the acquisition of the Company's own shares, interests in ships and/or ships without reducing the Company's liquidity.
It will be appropriate for the Board of Directors to make a more detailed evaluation of the timing for any acquisition of the Company's own shares and arrangement of loans in this connection.
To this effect, the Board of Directors of I.M. Skaugen ASA summons an Extraordinary General Meeting at the Company's offices at Karenslyst Allé 8B, Skøyen, in Oslo on Thursday, 7 January 1999 at 3:00 p.m. with the proposals to acquire the Company's own shares and enter into a convertible loan with the right to issue new shares.
The proposed authorisation to acquire own shares is valid for a maximum of 663,050 shares with a maximum face value of NOK 39,783,000 which equals 10 percent of the current share capital. The highest price to be paid per share is proposed to be NOK 100, and the lowest price NOK 1. The authorisation is proposed to be valid for a period of 18 months from the time of decision by the General Meeting. The acquisition and disposal of the Company's own shares may be carried out as deemed appropriate by the Board of Directors, not, however, by subscription for the Company's own shares.
The proposed authorisation to issue convertible loans is limited to a maximum of NOK 198,915,120, which equals 50 percent of the current share capital at par value of NOK 60 per share. This is in accordance with the scope of the Public Companies Act and will give the Board of Directors financial flexibility. There is also a proposal for authorisation of possible increase of the share capital of a maximum of NOK 198,915,120 at par value of NOK 60 per share. Further, the Board of Directors proposes that the shareholders' pre-emptive rights in connection with subscription for loans may be waived. Authorisation shall remain in effect for 18 months after the General Meeting's resolution. Any shares that are issued shall have the same status as the Company's ordinary shares.
Notice will be given in accordance with the Company's Articles of Association through announcements in Aftenposten and Finansavisen 22 December, 1998, and the registration deadline is 4 January, 1999.