General Announcement::Constellation announces the approval of its share reverse split
Issuer & Securities
Issuer/ Manager
CONSTELLATION OIL SERVICES HOLDING S.A.
Securities
CONSTEOILUS$650M9.375%N291107A - US650921AA71 - 5TCB
CONSTEOILUS$650M9.375%N291107R - USL67356AA09 - 9QPB
Stapled Security
No
Announcement Details
Announcement Title
General Announcement
Date &Time of Broadcast
20-Jun-2025 11:58:07
Status
New
Announcement Sub Title
Constellation announces the approval of its share reverse split
Announcement Reference
SG250620OTHRPFO7
Submitted By (Co./ Ind. Name)
Joao Gabriel G. Ratton
Designation
IR Manager
Effective Date and Time of the event
20/06/2025 17:00:00
Description (Please provide a detailed description of the event in the box below)
Luxembourg, June 20th, 2025 Reference is made to the notice of an Extraordinary General Meeting disclosed on 13 May 2025 (the "EGM") by Constellation Oil Services Holding S.A. (together with its subsidiaries, Constellation or the Company ) and the minutes from the EGM published on June 19 2025, where it was proposed to carry out a share reverse split of the Company's registered ordinary shares (the Shares ) in the ratio 18:1. A corresponding reverse split in the ratio of 18:1 will be completed for the Company's listed NDRs.
Below, the main information and deadlines in relation to the reverse share split of the Norwegian Depositary Receipts ( NDRs ):
- Date on which the corporate action was made public: 13 May 2025 (notice of EGM published).
- Reverse split ratio: 18 old NDRs grouped in 1 new NDR.
- Last day including right (last trading day before reverse split): 4 July.
- Ex-date: 7 July.
- Record date: 8 July.
- New ISIN: NO0013597419.
- Date of ISIN change: 7 July.
- Rounding rules: individual holders of an amount of NDRs which after the reverse split, thus after it is divided by 18, results in fractional shares, will have their holdings of NDRs rounded down to the nearest whole number. Therefore, fractional NDRs will not be issued, and Company's Board of Directors will ensure that the eventual fractional NDRs are grouped and sold on Euronext Growth Oslo, with net proceeds from the sale being donated for charity.
- Date of approval: 19 June 2025 (EGM held and minutes published).
The company recommends that NDR holders who wish to avoid being rounded down due to fractional amounts resulting from the reverse split, adjust their holdings, by buying or selling NDRs, so that their total NDR holdings are exactly divisible by 18, leaving no remaining fractions. Such trades must be done until July 4, 2025 (included).
The company recommends that persons who hold Shares directly (i.e., not via NDRs listed on Oslo Euronext Growth) and who wish to avoid being rounded down due to fractional amounts resulting from the reverse split, adjust their holdings, by buying or selling Shares, so that their total Share holdings are exactly divisible by 18, leaving no remaining fractions. Such transfers must be done and duly notified to the Company together with the corresponding documentation at ir@theconstellation.com until July 4, 2025 (included).
This information is published in accordance with the requirements of the Continuing Obligations for companies listed on the Oslo Stock Exchange and Euronext Expand.
For further information, please contact ir@theconstellation.com
About Constellation
Constellation is a market leading provider of offshore oil and gas contract drilling services through its subsidiary Servi os de Petr leo Constellation S.A. ( Servi os de Petr leo Constellation ). With continuous operations since 1981, Servi os de Petr leo Constellation has built an unmatched reputation for excellence in offshore drilling services, obtaining ISO 9001, ISO 14001, ISO 45001, and API Spec Q2 certifications for its quality management, environmental and safety records and systems.
NOTICE REGARDING FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbor created by such sections and other applicable laws. Where the Company expresses or implies an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. However, such statements are subject to risks, uncertainties and other factors, which could cause actual results to differ materially from future results expressed, projected or implied by the forward-looking statements. The Company undertakes no obligation to release publicly revisions to any forward-looking statement, including, without limitation, outlook, to reflect events or circumstances after the date of this news release, or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws. Investors should not assume that any lack of update to a previously issued forward-looking statement constitutes a reaffirmation of that statement. Continued reliance on forward-looking statements is at investors own risk.
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