INSIDE INFORMATION: The Board of Directors of Misen Energy AB (publ) ("Misen", the "Company" or the "Group") has today resolved to enter into a share purchase agreement to divest all shares in the Company's subsidiary, Misen Enterprises AB (the "Subsidiary"), for a purchase price of EUR 3,000,000 (the "Transaction") to Breakfast Language LLC. The completion of the Transaction is subject to approval by an Extra General Meeting in the Company, which is scheduled to be held on 28 May 2024. Notice to the Extra General Meeting will be published separately within two weeks from today. After the completion of the Transaction, the Company will not have any operational activities.
The Transaction
The share purchase agreement has been entered into on market terms with customary representation and warranties. The Transaction has been negotiated on arm's length with Breakfast Language LLC and is conditional of an approval by an Extra General Meetings in the Company. Breakfast Language LLC is a limited liability company incorporated in Delaware, the United States. The Board of Directors of the Company considers that the purchase price of EUR 3,000,000 is in line with market conditions.
Effects of the Transaction
The Company's operations has been carried out in its entirety in the Subsidiary. Consequently, the Transaction implies that there will be no operational activities in the Group. The intention of the Board of Directors is, if the Extra General Meeting approves the Transaction, that the Company shall either: i) continue to conduct similar operations in a new subsidiary, ii) conduct new operations in a new subsidiary or iii) to delist and liquidate the Company. The Company expects to inform the market and the Company's shareholders about the Company's continued operations at the Annual General Meeting which will be held on 28 June 2024, the Annual Report will be published on 31 May 2024.
Notice to the Extra General Meeting
The completion of the Transaction is subject to approval by an Extra General Meeting in the Company, which is scheduled to be held on 28 May 2024. Notice to the Extra General Meeting will be published separately within two weeks from today.
For further information, please contact:
Göran Wolff, MD
Direct line: +46 31 759 50 72
Mobile: +46 709 45 48 48
E-mail: goran@misenenergy.se
info@misenenergy.se
This information constitutes inside information as defined in the (EU) Market Abuse Regulation 596/2014 (MAR) and which Misen Energy AB (publ) is obliged to make public pursuant to MAR. The information was submitted for publication through the agency of the contact person above, at the time specified by the Company's news distributor, Cision, at publication of this press release.
The company was founded in 2004 and its shares have been traded on Nasdaq First North Growth Market since June 2007. In 2011, Misen Energy AB (publ) acquired Misen Enterprises AB and its Ukrainian subsidiary, LLC Karpatygaz, including the rights to 50.01% of the revenue and profit from a gas production project in Ukraine. Misen Energy AB (publ) acquired the rights to produce hydrocarbons under Joint Activity Agreement No.3 ("JAA No.3") between Misen Enterprises AB and LLC Karpatygaz (together 50.01%) and JSC Ukrgasvydobuvannya (49.99%), a subsidiary of the NJSC Naftogaz of Ukraine. The purpose of the JAA No.3 was to significantly increase production of hydrocarbons by providing modern technologies via a large-scale investment program for the purposes of attainment of profits.
The JAA No.3 (as amended and restated) was terminated in June 2018. As a result, Misen Energy AB (publ) received compensation that reflected its share of the replacement costs of the equipment subject to the joint ownership under the JAA No.3. In March 2021, Misen Energy AB (publ) and Misen Enterprises AB initiated an investment arbitration against Ukraine (ICSID Case No. ARB/21/15) concerning Ukraine's breaches of the investor's rights resulting from the imposition of a 70% subsoil use charge.
The registered office of Misen Energy AB (publ) is in Stockholm. Misen Energy AB (publ) is listed on Nasdaq First North Growth Market and the Company adheres to the rules and regulations for First North. The Company's Certified Adviser is Carnegie Investment Bank AB (publ).
For further information, please visit our website www.misenenergy.se.
