CALGARY, Aug. 14, 2012 /CNW/ - Kulczyk Investments S.A. ("KI") announces it has elected to convert the unsecured convertible debenture (the "KI Debenture") of Kulczyk Oil Ventures Inc. ("Kulczyk Oil" or "KOV") with a principal amount of US$21,150,000 that KI holds into common shares ("KOV Shares") of KOV. In addition, Radwan Investments GmbH ("Radwan") has elected to convert the unsecured convertible debenture (the "Radwan Debenture" and collectively with the KI Debenture, the "Debentures") of KOV with a principal amount of US$2,350,000 that Radwan holds into KOV Shares. KI and Radwan may be considered to be joint actors.
The Debentures matured on August 11, 2012 (the "Maturity Date") and are convertible at a price of US$0.43 per KOV Share (equivalent to PLN 1.40 per KOV Share at the mid-exchange rate of the National Bank of Poland on August 10, 2012), being the volume weighted average price of the KOV Shares on the Warsaw Stock Exchange during the five trading days prior to, and excluding, the Maturity Date. The terms of the Debentures obligate KOV to issue, within five business days of the Maturity Date, the KOV Shares pursuant to the conversion together with an additional 2,838,010 KOV Shares (the "Kicker Shares") to KI and Radwan in accordance with a formula based on the applicable conversion price of the Debentures and the amount of debt incurred by KOV under the Debentures. Subsequent to the conversion of the Debentures, all amounts owing by KOV to KI and Radwan under the Debentures will be satisfied in full.
In connection with the conversion of the Debentures, KOV will issue an aggregate of 60,499,029 KOV Shares to KI and Radwan. This total includes the KOV Shares issuable upon the conversion of all amounts attributable to the accrued but unpaid interest payable pursuant to the terms of the Debentures, as well as the Kicker Shares. The total number of KOV Shares outstanding subsequent to this conversion and the issuance of the Kicker Shares will be 481,756,729.
As a result of the conversion and the issuance of the Kicker Shares, KI will hold 240,807,193 KOV Shares, representing, in aggregate, approximately 49.99% of the issued and outstanding KOV Shares; Radwan will hold 26,628,360 KOV Shares, representing, in aggregate, approximately 5.53% of the issued and outstanding KOV Shares. Collectively, KI and Radwan will hold 267,435,553 KOV Shares, which will represent, in the aggregate, approximately 55.52% of the issued and outstanding KOV Shares upon the completion of the conversion of the Debentures and the issuance of the Kicker Shares.
Radwan may be considered to be a joint actor to KI, as a result of an agreement in place between Radwan and KI dated September 15, 2010, which entitles Radwan to participate in a percentage of KI's investments and provides that Radwan will vote any securities it purchases pursuant to such agreement in accordance with the directions of KI.
Dr. Jan Kulczyk, beneficially owns or controls, directly or indirectly, 68.33% of the outstanding shares of KI.
The KOV Shares and Kicker Shares are being issued pursuant to terms of the Debentures and therefore such issuance is exempt from the prospectus requirements of Canadian securities laws pursuant to Section 2.42 of National Instrument 45-106 - Prospectus and Registration Exemptions.
SOURCE: Kulczyk Investments S.A.
For further information:
Kulczyk Investments S.A
13-15 Avenue de la Liberte