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Quotes & Info
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| CNR > SEC Filings for CNR > Form 8-K on 20-Oct-2008 | All Recent SEC Filings |
20-Oct-2008
Entry into a Material Definitive Agreement, Other Events, Financial Statement
Computershare (the "U.S. Subscription Agent") by 5:00 p.m., U.S. Eastern time,
on November 20, 2008. Since the Rights Offering in the U.S. was extended to
November 21, 2008, if a record holder of a Subscription Rights Certificate
wishes to sell his Rights through the U.S. Subscription Agent, he must deliver
his properly completed and executed Subscription Rights Certificate, with
appropriate instructions, to the U.S. Subscription Agent, who will only
facilitate subdivisions, transfers or direct sales (other than on the AMEX) of
Rights until 5:00 p.m. U.S. Eastern time, on November 18, 2008, three business
days prior to the scheduled November 21, 2008 amended U.S. expiration date of
this Rights Offering; and
5. Beneficial owners who hold their Rights or Shares in the DTC System should
contact the U.S. Subscription Agent at (800) 962-4284 if they have questions or
for further details.
Each of the underwriters to the Rights Offering has agreed to such
extension (see Item 1.01 for a description of the terms of the amendments to the
Standby Underwriting Agreements). The underwriters have previously advised the
Company that, in light of current market conditions, they are unable or
unwilling, or may be unable or unwilling, to fulfill their underwriting
obligations.
The extension of the expiration times of the Rights Offering will enable
the Company (1) to continue discussions with the Standby Underwriters and (2) to
advance discussions which it has commenced with other parties who have expressed
an interest in providing alternative underwriting of the Rights Offering.
In the meantime, and particularly in view of the scheduled expiration time
concerning the VPS Subscription Rights, the Company has determined a further
extension of the subscription period for Rights Holders who hold their Shares or
Rights in the VPS System. According to the Norwegian Prospectus Section 5.4 an
announcement was made on October 20, 2008 concerning the extension of the
subscription period which contains an update of the relevant dates in respect of
the VPS Subscription Rights, as follows:
1. The subscription period for VPS Subscription Rights has been extended to
17:30 CET 11 November 2008;
2. The VPS Subscription Rights may be transferred or assigned until 11 November 2008 at 17:30 CET;
3. The VPS Subscription Rights may be traded on Oslo Børs under the ticker symbol "CNR T" until 11 November 2008 at 17:30 CET. Settlement for the sale of VPS Subscription Rights will still follow normal T+3 cash settlement procedures;
4. The VPS Subscription Rights may be exercised until 11 November 2008 at 17:30 CET;
5. Subscriptions on the basis of VPS Subscription Rights must be made on the Subscription Form attached to the Norwegian Prospectus as appendix 7. Properly completed Subscription Forms must be received by the Manager no later than 11 November 2008 at 17:30 CET;
6. After the expiration time on 11 November 2008, unexercised VPS Subscription Rights will expire and have no value; and
7. If VPS Subscription Rights Holders have any questions they should contact the Norwegian Subscription Agent at +47 22 01 63 00.
The foregoing hereby amends the terms of the Rights Offering and is
incorporated by reference into the Registration Statement on Form S-3
(registration number 333-150625) declared effective by the Securities and
Exchange Commission on October 3, 2008.
The foregoing does not constitute an offer to sell or a solicitation of an offer
to purchase any securities by the Company which offer can only be made pursuant
to the registration statement filed pursuant to the Securities Act and declared
effective by the Securities and Exchange Commission and in compliance with all
other applicable securities laws and stock exchange rules and regulations.
CanArgo is an independent oil and gas exploration and production company with
its oil and gas operations currently located in Georgia.
A copy of the Press Release is attached hereto as Exhibit 99.1.
Exhibit No. Exhibit Description
1.1 Form of Amendment Agreement to Standby Underwriting Agreement dated as of
October 20, 2008 by and between CanArgo Energy Corporation and each of
the Standby Underwriters.
99.1 Press Release dated October 20, 2008 issued by CanArgo Energy
Corporation.
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