MPI Pursuant to its General Regulations, in particular Article 212-34, the French Autorité des Marchés Financiers ('AMF') approved the present document under number E.15-078 on 13 November 2015. This document was prepared by the issuer and is the responsibility of its signatories.
This approval was given, under the provisions of Article L. 621-8-1-I of the French Monetary and Financial Code, after the AMF verified that the document is complete and understandable and that the information in it is consistent. Approval implies neither endorsement of the advisability of the transaction nor authentication of the financial and accounting items presented.
It means that the information in this document fulfils regulatory requirements and, in consequence, that Maurel & Prom shares issued as consideration for the merger, subject to approval by the General Shareholders' Meetings of Maurel & Prom and MPI, will subsequently be admitted to listing on Euronext Paris.
The notice of advertising relating to the merger agreement between Maurel & Prom and MPI was published on the websites of Maurel & Prom and MPI on 4 November 2015. The meeting notices for the General Shareholders' Meetings of Maurel & Prom and MPI called to approve the merger were published in the Bulletin des Annonces Légales Obligatoires (BALO) on 11 November 2015.
This document (the 'Document'), incorporates by reference the following documents:
Maurel & Prom's Annual Report filed with the AMF on 29 April 2013 under number D.13-0452 (the 'Maurel & Prom 2012 Annual Report'), Maurel & Prom's Annual Report filed with the AMF on 29 April 2014 under number D.14-0449 (the 'Maurel & Prom 2013 Annual Report'), Maurel & Prom's Annual Report filed with the AMF on 17 April 2015 under number D.15-0366 (the 'Maurel & Prom 2014 Annual Report'), the Update to the Maurel & Prom 2014 Annual Report filed with the AMF on 13 November 2015 under number D.15-0366-A01 (the 'Update to the Maurel & Prom Annual Report'); and
MPI's Annual Report filed with the AMF on 9 July 2013 under number R.13-0037 (the 'MPI 2012 Annual Report'), MPI's Annual Report filed with the AMF on 27 October 2014 under number R.14-0065 (the 'MPI 2013 Annual Report'), MPI's Annual Report filed with the AMF on 28 April 2015 under number D.15-0419 (the 'MPI 2014 Annual Report'),
the Update to the MPI 2014 Annual Report filed with the AMF on 13 November 2015 under number D.15-0419-A01 (the 'Update to the MPI Annual Report').
The Document is available to shareholders, free of charge:
from Maurel & Prom; a copy of this document may be obtained at the company's registered office or on its website (www.maureletprom.fr);
from MPI; a copy of this document may be obtained at the company's registered office or on its website (www.mpienergy.com); and
on the AMF's website (www.amf-france.org).
The Document must be read together with the reports from the Maurel & Prom and MPI Boards of Directors to the General Shareholders' Meetings for said companies held on 17 December 2015, available on their websites (www.maureletprom.fr and www.mpienergy.com).
This document is a free English translation of the information document related to the planned merger of Maurel & Prom and MPI. This translation has been prepared solely for the information and convenience of the shareholders of Maurel & Prom and MPI and other readers. No assurances are given as to the accuracy or completeness of this translation and Maurel & Prom and MPI assume no responsibility with respect to this translation or any misstatement or omission that may be contained therein. In the event of any ambiguity or discrepancy between this translation and the original French version of this document, the French version shall prevail.
This document does not constitute and shall not be construed as an offer or the solicitation of an offer to purchase, sell or exchange any securities of Maurel & Prom or MPI. In particular, it does not constitute an offer or the solicitation of an offer to purchase, sell or exchange of securities in any jurisdiction (including the US, the United Kingdom, Australia, Canada and Japan) in which it would be unlawful or subject to registration or qualification under the laws of such jurisdiction.
This business combination is made for the securities of a foreign company, and is subject to disclosure requirements of a foreign country that are different from those of the United States. Financial statements included in any of the documents made available to the public in the context of the business combination have been prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of United States companies.
It may be difficult for you to enforce your rights and any claim you may have arising under the US federal securities laws, since the issuer is located in a foreign country, and some or all of its officers and directors may be residents of a foreign country. You may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the U.S. securities laws. It may be difficult to compel a foreign company and its affiliates to subject themselves to a U.S. court's judgment.
In connection with the proposed transaction, the required information documents will be filed with the Autorité des Marchés Financiers ('AMF'). Investors and shareholders are strongly advised to read, when available, the information documents that have been filed with the AMF because they will contain important information.
Shareholders and investors may obtain free copies of documents filed with the AMF at the AMF's website at www.amf-france.org or directly from Maurel & Prom's website (www.maureletprom.fr) or MPI's website (www.mpienergy.fr).
CONTENTS
- PRESENTATION OF THE COMPANIES 5
- PRESENTATION OF THE TRANSACTION 12
- SELECTED FINANCIAL DATA 17
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PERSONS RESPONSIBLE FOR THE DOCUMENT 20
ON BEHALF OF MAUREL & PROM 20
ON BEHALF OF MPI 22
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INFORMATION REGARDING THE TRANSACTION AND ITS
CONSEQUENCES 24
ECONOMIC ASPECTS OF THE TRANSACTION 24
LEGAL ASPECTS OF THE TRANSACTION 36
ACCOUNTING FOR CAPITAL CONTRIBUTIONS 47
COMPENSATION OF CONTRIBUTIONS 51
IMPACT OF THE TRANSACTION 54
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PRESENTATION OF THE ABSORBING COMPANY 59
ANNUAL REPORT - INTERIM FINANCIAL REPORT 59
RISK FACTORS 60
WORKING CAPITAL STATEMENT 61
CAPITALISATION AND INDEBTEDNESS 62
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE TRANSACTION 63
EXPENSES ASSOCIATED WITH THE TRANSACTION 63
DILUTION 63
- PRO-FORMA FINANCIAL INFORMATION 64
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PRESENTATION OF THE ABSORBED COMPANY 76
ANNUAL REPORT - INTERIM FINANCIAL REPORT 76
GENERAL INFORMATION 76
INFORMATION RELATING TO THE SHARE CAPITAL 78
INFORMATION RELATING TO THE ABSORBED COMPANY'S ACTIVITY 79
FINANCIAL INFORMATION 80
INFORMATION REGARDING RECENT COMPANY TRENDS 80
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