Calling up notice to THE EXTRAordinary general meeting in INDEPENDENT OIL TOOLS ASA
An extraordinary general meeting in Independent Oil Tools ASA will take place on 31st August 2005 at 10:00 am at Quality Airport Hotel, Stavanger, Sømmev. 1, 4050 Sola, Stavanger.
The Board has proposed agenda as follows:
(a) Opening of the general meeting by the chairman of the board, Petter H. Tomren
(b) Election of the person to lead the general meeting
(c) Election of a person to co-sign the minutes from the general meeting together with the leader of the general meeting
(d) Approval of the calling up notice and agenda
(e) Item 1: Proposal for an authorization to the Board to increase the share capital through
subscription of new shares
(f) Item 2: Proposal for an authorization to the Board to acquire own shares (treasury shares)
(g) Item 3: Proposal for a private placement against certain shareholders with settlement in
Petrojack ASA shares
(h) Item 4: Election of new Board members
(i) Item 5: Any other business
Shareholders who are unable to attend the general meeting, but wish to be represented, may submit a proxy to a person of their own choice or to the Chairman of the Board Petter H. Tomren. Shareholders or persons acting under a proxy who wants to participate in the general meeting must beforehand notify the company. The notification regarding participation or proxy must be received at the latest Monday 29th August 2005 at 3.00 pm.
Separate statement regarding item 1, 2, and 3 together with a notice of attendance and proxy are attached.
Stavanger, 16th August 2005
On behalf of the Board according to proxy
Petter H. Tomren
Chairman of the Board
Item 1: Proposal for an authorization to the Board to increase the share capital through subscription of new shares
The board of directors has since the previous general meeting had an authorization to increase the share capital by the issuance of new shares. Of the existing authorization, the board has issued a total of approximately 39 million shares in connection with the purchase of Premium Casing Service PTY LTD in June 2005 and a private placement in August 2005. The company has used approximately 95 % of its existing authorization.
In order to strengthen the company’s financial options, the board requests that the general meeting approve a proxy to replace the current authorization with a new authorization to increase the company’s share capital with up to 50 % of the share capital. The main purpose is to give the company a possibility to act quickly in order to be able to take advantage of commercial options by acquiring other companies or assets within the company’s main business area against a consideration consisting wholly or partly in shares in the company. The authorization will include both right issues and private placements.
The board of directors therefore proposes the following authorization to the board to issue new shares:
- The board is given authorization to increase the share capital with up to NOK 1.523.957 by the issuance of up to 60.958.280 shares, each with a nominal value of NOK 0,025 to a subscription rate and other conditions to be determined by the board. The capital increase within this frame may be executed by one or more issues according to the decision by the board.
- The authorization is valid for 2 years from the day the general meeting was held.
- The board may decide to deviate from the shareholders’ subscription right according to the Norwegian Public Limited Companies Act section 10-4.
- The authorization includes capital increases against payment in other assets than cash, and may submit the company to special subscription terms, see the Norwegian Public Limited Companies Act section 10-2. The authorization also includes any decision to merge according to the Norwegian Public Limited Companies Act section 13-5. Any new shares will give a right to receive dividend for the financial year the authorization was used.
- The authorization will replace the previous authorization to increase the share capital of the company which was given to the board of directors in an ordinary general meeting on the 24th of May 2005.
Item 2: Proposal for an authorization to the Board to acquire own shares (treasury shares)
The board requests the possibility to acquire own shares if the share price according to the board of directors deviates from the values in the company. Treasury shares may according to the board’s decision also be used to acquire assets, hereunder interests in other companies.
The board therefore proposes that the general meeting authorizes the board to acquire treasury shares on terms as follows:
- The authorization is valid for a period of 18 months counting from the date of the general meeting.
- The company may acquire shares for a total nominal value of NOK 2.500.000, or up to 100.000.000 shares, each with a nominal value of NOK 0,025. The company may at no time own treasury shares which exceed 10 % of the company’s total share capital.
- The highest amount which may be paid per share is NOK 20.
- The lowest amount which may be paid per share is NOK 0,50.
- The board of directors may freely decide how to acquire and sell treasury shares.
Item 3: Proposal for a private placement against certain shareholders with settlement in Petrojack ASA shares
As announced in the market 10th August 2005, IOT purchased 3.485.000 shares in Petrojack ASA (org. nr. 987 358 920) for NOK 19 per share with settlement in IOT shares at NOK 2.40 per shares. Thus, total purchase price for the shares in Petrojack ASA amount to 27.589.583 IOT shares, or total NOK 66.214.999. The number of shares is suggested rounded off to 27.589.584 shares to limit the decimals in the registered share capital to two.
Sellers of the shares in Petrojack ASA are the companies Net AS with 3.000.000 shares and Bernh Larsen Holding AS with 485.000 shares. The agreements are conditional upon that the general meeting issues the necessary shares. Basis for the purchase is that IOT regards Petrojack ASA as a company with a large potential and that Petrojack ASA’s operations fits well with IOT’s decided strategy.
Thus, the board proposes to the general meeting to carry through a private placement against the shareholders Net AS and Bernh. Larsen Holding AS with 23.750.000 IOT shares to the first mentioned and 3.839.584 shares to the last mentioned, a total of 27.589.584 shares to a price of NOK 2.40 per share. The payment is shares in Petrojack ASA valued to NOK 19 per share.
A copy of IOT’s latest annual accounts, annual report and auditor's statement is available in the company’s offices in Stavanger, and is also available on After the last balance-sheet date, matters of substantial influence on the company have occurred as follows:
- By agreement dated 28th June 2005, IOT purchased 100 % of the shares in the Australian company Premium Casing Services PTY LTD for NOK 100 millions. Settlement was made partly by cash, partly by shares in Petrolia Drilling ASA and partly by shares in IOT according to authorization to the board given in the company’s ordinary general meeting 24th May 2005. Related to the purchase, a total of 28.145.162 IOT shares with an average price of NOK 2.31 per share were issued. Notification regarding the accomplishment of the purchase has been given on the OTC-list and on IOT’s home page
- In board meeting on the 8th of August 2005 the board decided to carry through a private placement against the company’s 20 largest shareholders. 18 of these subscribed for a total of 10.9 millions shares to the rate NOK 2.15 per share. Settlement for the shares was made in cash.
Shareholders entitled to subscribe for shares are given notification in accordance to the Norwegian Public Limited Companies Act section 10-3, 3rd para. When considering the capital increase, the potential in Petrojack for IOT should be taken into consideration.
Since the purchase of the shares in Petrojack ASA is planned accomplished with two of the company’s shareholders, the transaction is contingent upon a deviation of shareholders priority.
Further, reference is made to enclosed statement regarding the contribution in kind according to the Norwegian Public Limited Companies Act section 2-6, 2nd para.
According to the above, the board proposes a resolution as follows:
1) The share capital in IOT is increased with NOK 689,739.60, from NOK 3,047,914.05 to NOK 3,737,653.65 by the issuance of 27.589.584 shares, each with a nominal value of NOK 0,025
2) It is paid NOK 2.40 per share.
3) Shareholders priority is deviated.
4) Subscription shall be made on separate subscription forms at the latest 7 days from the general meetings decision to increase the share capital, or in the minutes from the general meeting.
5) The share deposit is made by transfer of:
(i) 3.000.000 shares in Petrojack ASA from Net AS, org. nr. 979 868 839, Hopsnesveien 127, 5232 Paradis; and
(ii) 485.000 shares in Petrojack ASA from Bernh. Larsen Holding AS, org. nr. 958 028 733, Hopsnesveien 127, 5232 Paradis.
6) The share deposit is paid by transfer to IOT’s VPS account nr. 031800423670 within 7 days from subscription.
7) The new shares will give a right to receive dividend from the financial year 2005. In other respects, the new shares give rights in the company from the registration of the capital increase.
8) The articles of association § 4 is changed to:
"The company’s share capital is NOK 3,737,635.65 distributed on 149.505.426 shares, each with a nominal value of NOK 0,025"
* * * * *
EXTRAORDINARY GENERAL MEETING 2005
for Independent Oil Tools ASA (”IOT ASA”), will be held on 31st August 2005 10.00 AM at Quality Airport Hotel, Stavanger, Sømmev. 1, 4050 Sola, Stavanger.
NOTICE OF ATTENDANCE
Must be received by IOT ASA on Monday 29th August 2005 3.00 PM at the latest.
Postal address: Midtgårdveien 30, P.O. Box 185, 4065 Stavanger,
or alternatively by telefax + 47 51 81 94 99.
The undersigned will attend the extraordinary general meeting of IOT ASA on 31. Augsut 2005 and submit my vote for:
...... own shares.
...... other shares as authorized by power of attorny(ies).
In total for ...... shares.
...... x)...... ………………………………………......
Place/Date Signature of shareholder
X) To be signed only for personal attendance, for the power of attorney, please use the power of attorney below the dotted line.
POWER OF ATTORNEY
If you are unable to attend the ordinary general meeting, this power of attorney may be used by a person you authorize, or you may send the power of attorney without submitting the proxy’s name. If so, the name of the chairman of the board will be put on the power of attorney before the extraordinary general meeting is held.
The power of attorney must be received by IOT ASA on Monday 29th August 2005 3.00 PM at the latest.
Postal address: Midtgårdveien 30, P.O Box 185, 4065 Stavanger,
or alternatively by telefax + 47 51 81 94 99.
The undersigned hereby gives the chairman of the board Petter H. Tomren
or alternatively: ......
(Name in capital letters)
power of attorney to attend the extraordinary general meeting for IOT ASA and to vote on my behalf on 31. August 2005 for my/our
Date/Place Signature of shareholder
x) Only to be signed if the power of attorney is used
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