At an extraordinary meeting held today, the Board of Oslo Børs considered appeals received in connection with the decisions made by the Board on 25 October 2006 concerning the duty to make mandatory offers in respect of Eastern Drilling ASA and Sinvest ASA. The Board resolved to uphold its decisions in both of these cases, and the appeals have therefore been referred to the Stock Exchange Appeals Committee.
Appeal against the Board’s decision on the duty to make a mandatory offer for Eastern Drilling ASA
SeaDrill Limited has appealed against the Board’s decisions on consolidation of shareholdings and the reversal of the Board’s approval of SeaDrill’s mandatory offer. In addition, Oslo Børs has received appeals from a number of shareholders who are in agreement with the Board’s decision on the duty to make a mandatory offer, but have appealed against the Board’s decision that, as an alternative to making a mandatory offer, SeaDrill should be entitled to sell shares and so reduce its shareholding below the threshold at which the duty to make a mandatory offer comes into effect.
At its meeting today, the Board resolved to uphold its decision of 25 October 2006 on the duty of SeaDrill Limited to make a mandatory offer for Eastern Drilling ASA. The appeals received from SeaDrill ASA, Eastern Drilling ASA, Lime Rock Partners III L.P and the Universities Superannuation Scheme, as well as from Cheyne Special Situations Funds LP, Arnold and S Bleichroehder Holdings Inc, Aetos Corporation, Iolaire Investment Limited Partnership, Institutional Benchmark Series Limited and MSS Capital Limited, have therefore been referred to the Stock Exchange Appeals Committee.
Appeal against the Board’s decision on the duty to make a mandatory offer for Sinvest ASA
At its meeting today, the Board resolved to uphold its decision of 25 October 2006 on the duty of a consolidated group made up of Aban Singapore Pte Ltd and subsidiaries, First Securities ASA and ICICI Bank UK Limited to make a mandatory offer for SeaDrill Limited. The appeals received from Aban Singapore Pte Ltd and subsidiaries, First Securities ASA and ICICI Bank UK Limited have therefore been referred to the Stock Exchange Appeals Committee.
The Stock Exchange Regulations require that Oslo Børs should make its own decision on appeals received before any referral to the Stock Exchange Appeals Committee. The Board has now made such decisions, and the appeals have therefore been referred to the Stock Exchange Appeals Committee, which is required to make its decision on the appeals within four weeks from receipt, cf. Section 26-3 of the Stock Exchange Regulations. The Stock Exchange Appeals Committee is an appeals committee nominated by the Ministry of Finance to determine appeals against decisions made by the Board of Oslo Børs. The Stock Exchange Appeals Committee is independent of Oslo Børs.
It should be noted that Oslo Børs has deferred the implementation of the decisions made on the duty to make a mandatory offer in both cases until the Stock Exchange Appeals Committee has completed its deliberations.
The background to both of these cases relates to “total return swap” agreements (TRS agreements), specifically TRS agreements entered into prior to SeaDrill’s mandatory offer for Eastern Drilling, and TRS agreements entered into by Aban and subsidiaries with shares in Sinvest as the underlying instrument.
A more detailed account of the circumstances of these cases can be found in the commentary published by Oslo Børs on 20 October, cf. www.oslobors.no/ob/kommenterer?languageID=1 and the press release published on 25 October in respect of the Board’s decisions in these cases, www.oslobors.no/ob/pressemeldinger.
