FX ENERGY, INC. FX ENERGY, INC.
Date of Notice: December 8, 2015
NOTICE IS HEREBY GIVEN pursuant to Sections 5 and 6 of the Amendment to the Articles of Incorporation of FX Energy, Inc. (the 'Company') Designating Rights, Privileges, and Preferences (the 'Designation') of the 9.25% Series B Cumulative Convertible Preferred Stock of the Company (the 'Preferred Stock') that a (1) a Change of Control (as defined in the Designation) has occurred, and (2) the Company has elected to redeem all outstanding shares of Preferred Stock pursuant to Section 5(b) of the Designation.
The Change of Control occurred on December 8, 2015 upon the acquisition by Kiwi Acquisition Corp. ('Kiwi'), a wholly owned subsidiary of ORLEN Upstream Sp. z o.o. ('ORLEN'), of more than 50% of the outstanding shares of the Company's common stock, pursuant to the tender offer commenced by Kiwi to purchase any and all of the outstanding shares of the Company's common stock under the terms of the Agreement and Plan of Merger dated October 13, 2015 CET (October 12, 2015 MST) by and among the Company, Kiwi and ORLEN.
All outstanding shares of Preferred Stock will be redeemed on January 7, 2016 (the 'Redemption Date') at a redemption price equal to $25.00 per share, plus accumulated accrued and unpaid dividends to, but not including, the Redemption Date of $0.61667 per share, for a total redemption price of
$25.61667 per share (the 'Redemption Price'). Dividends will cease to accrue on the Redemption Date, except as otherwise provided in the Designation.
This Notice of Redemption having been given, holders of Preferred Stock will not be entitled to exercise the Change of Control Conversion Right (as defined in the Designation) pursuant to Section 6(b) of the Designation, unless the Company defaults in the payment of the Redemption Price.
On the date of this Notice of Redemption, ORLEN, on behalf of the Company, has deposited in trust with Computershare Trust Company, N.A., as redemption agent ('Computershare'), cash in the aggregate amount of the Redemption Price for all outstanding shares of Preferred Stock, and the Company has irrevocably instructed Computershare to apply such cash to the redemption of the Preferred Stock pursuant to this Notice of Redemption and the Designation. The office of Computershare at 250 Royall Street, Attention: Corporate Actions, Canton, MA 02021 shall be the place of payment of the Redemption Price, and holders of shares of Preferred Stock will be required to surrender certificates, if any, representing shares of Preferred Stock at such place of payment on or about the Redemption Date, against payment of the Redemption Price. Notwithstanding the foregoing, all shares of Preferred Stock represented by global certificates registered in the name of the nominee of The Depository Trust Company ('DTC') will be redeemed, and payment of the Redemption Price for such shares will be made, in accordance with DTC's procedures. As of the date of this Notice of Redemption, all outstanding shares of Preferred Stock are represented by one or more global certificates registered in the name of DTC's nominee.
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