Attached files
file | filename |
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8-K - FORM 8-K - TOREADOR RESOURCES CORP | y03376ue8vk.htm |
EX-99.2 - EX-99.2 - TOREADOR RESOURCES CORP | y03376uexv99w2.htm |
Dallas, TX75240-1383, U.S.A.
Corporations Common Stock to Listing and Trading on the Professional
Segment of NYSE Euronext in Paris
- 1 -
(1) | a table of contents; | |
(2) | the summary provided for in Article 5(2) of Directive 2003/71/EC; | |
(3) | the risk factors linked to the issuer and the type of security covered by the issue; and | |
(4) | the cross-reference lists stipulated in Article 25.4 of the Prospectus Regulation presenting
the information in the order stipulated in Annexes I and III of the Prospectus Regulation
which, by application of Articles 3, 4, and 6 thereof, are required
for this transaction. |
- | Annual Report on Form 10-K for the fiscal year ended December 31, 2009, filed by Toreador with
the U.S. Securities and Exchange Commission (the SEC) on March 16, 2010 (Toreadors 10-K); |
|
- | Quarterly Report on Form 10-Q for the quarter ended September 30, 2010, filed by Toreador with
the SEC on November 9, 2010 (Toreadors 10-Q); |
|
- | Definitive Proxy Statement on Schedule 14A, filed by Toreador with the SEC on May 3, 2010
(Toreadors Proxy Statement); |
- 2 -
- | Restated Certificate of Incorporation of Toreador and Certificate of Amendment to the Restated
Certificate of Incorporation of Toreador; |
|
- | Fourth Amended and Restated Bylaws of Toreador; |
|
- | Current Reports on Form 8-K filed by Toreador with the SEC May 10, 2010 and May 13, 2010, as
amended on November 3, 2010; and |
|
- | Consolidated Financial Statements of Toreador as of December 31, 2008 and December 31, 2007. |
- 3 -
Chapter A: Prospectus summary |
8 | |||||
I. | GENERAL DESCRIPTION OF TOREADOR RESOURCES CORPORATION |
8 | ||||
1.1. Introduction |
8 | |||||
1.2. Business Strategy |
10 | |||||
II. | INFORMATION RELATING TO ADMISSION TO LISTING AND TRADING ON EURONEXT |
10 | ||||
III. | MAJOR SHAREHOLDERS |
14 | ||||
IV. | RISK FACTORS |
14 | ||||
V. | RECENT DEVELOPMENTS |
15 | ||||
VI. | FINANCIAL INFORMATION CONCERNING TOREADOR RESOURCES CORPORATION FOR THE FISCAL YEARS
ENDED DECEMBER 31, 2009, 2008 AND 2007 AND THE QUARTERS ENDED SEPTEMBER 30, 2010 AND
2009 |
16 | ||||
VII. | DOCUMENTS ON DISPLAY |
19 | ||||
Chapter B: Risk factors |
21 | |||||
I. | BUSINESS RISK FACTORS |
21 | ||||
II. | MARKET RISK FACTORS |
23 | ||||
Chapter C: Supplemental information concerning Toreador Resources Corporation |
25 | |||||
I. | RIGHTS RELATED TO THE REGISTERED SHARES |
25 | ||||
1.1. Type and the Class of the Securities Being Listed, Including the
Security Identification Code |
25 | |||||
1.2. Legislation Under Which the Securities Have Been Created |
25 | |||||
1.3. Form of Securities, Name and Address of the Entity in Charge of
Keeping the Records |
25 | |||||
1.4. Currency of the Securities Issue |
26 | |||||
1.5. Rights Attached to the Securities |
26 | |||||
1.6. Anti-Takeover Statutes |
28 | |||||
1.7. Indemnification of Directors and Officers |
28 | |||||
1.8. Transferability |
29 | |||||
1.9. Registration Number |
29 |
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1.10. Market Risks |
29 | ||||
1.11. Purpose of the Listing and Liquidity |
29 | ||||
1.12. Market Capitalization |
29 | ||||
II. | STATEMENT OF CAPITALIZATION AND INDEBTEDNESS AS OF SEPTEMBER 30, 2010 |
30 | |||
2.1. Capitalization and Indebtedness (in thousands of U.S. Dollars) at
September 30, 2010 |
30 | ||||
2.2. Net Indebtedness (in thousands of U.S. Dollars) at September 30, 2010 |
31 | ||||
III. | DIRECTORS AND EXECUTIVE OFFICERS STATUTORY AUDITOR |
32 | |||
3.1. Board of Directors as of May 3, 2010 |
32 | ||||
3.2. Executive Officers as of May 3, 2010 |
33 | ||||
3.3. Statutory Auditor |
33 | ||||
IV. | EMPLOYEES |
33 | |||
V. | ORGANIZATIONAL STRUCTURE |
34 | |||
VI. | MAJOR SHAREHOLDERS |
34 | |||
VII. | WORKING CAPITAL STATEMENT |
34 | |||
VIII. | OIL RESERVES ESTIMATES AND EXPLORATION PERMITS |
35 | |||
8.1. General Consideration |
35 | ||||
8.2. Oil Reserves |
36 | ||||
8.3. Sales Volume and Revenues |
38 | ||||
8.4. Exploration Permits and Applications |
39 | ||||
IX. | TAX CONSEQUENCES |
40 | |||
9.1. Capital Gains on disposal of Toreador Common Stock |
41 | ||||
9.2. Withholding Tax |
42 | ||||
9.3. Other Taxes and Duties |
43 | ||||
X. | DOCUMENTS ON DISPLAY |
44 | |||
EXHIBITS |
i | ||||
EXHIBIT I ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2009, FILED BY
TOREADOR WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION ON MARCH 16, 2010 |
i | ||||
EXHIBIT II QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2010, FILED BY
TOREADOR WITH THE SEC ON NOVEMBER 9, 2010 |
ii |
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EXHIBIT III DEFINITIVE PROXY STATEMENT ON SCHEDULE 14A, FILED BY TOREADOR WITH THE SEC ON
MAY 3, 2010 |
iii | |||
EXHIBIT IV RESTATED CERTIFICATE OF INCORPORATION OF TOREADOR AND CERTIFICATE OF AMENDMENT
TO THE RESTATED CERTIFICATE OF INCORPORATION OF TOREADOR |
iv | |||
EXHIBIT V FOURTH AMENDED AND RESTATED BYLAWS OF TOREADOR |
v | |||
EXHIBIT VI CONSOLIDATED FINANCIAL STATEMENTS OF TOREADOR AS OF DECEMBER 31, 2008 AND
DECEMBER 31, 2007 |
vi | |||
EXHIBIT VII CURRENT REPORTS ON FORM 8-K FILED BY TOREADOR WITH THE SEC ON MAY 10, 2010 AND
MAY 13, 2010, AS AMENDED ON NOVEMBER 3, 2010 |
vii |
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1.1 | Craig M. McKenzie, President and Chief Executive Officer of Toreador Resources Corporation
and Marc Sengès, Chief Financial Officer of Toreador Resources Corporation, acting for and on
behalf of Toreador Resources Corporation. |
1.2 | We each hereby declare, after taking all reasonable measures for this purpose and to the best
of our knowledge, that the information contained in this prospectus is in accordance with the
facts and that the prospectus makes no material omission. |
/s/ Craig M. McKenzie | ||||
Craig M. McKenzie | ||||
President and Chief Executive Officer of Toreador Resources Corporation Paris, France, December 13, 2010 |
||||
/s/ Marc Sengès | ||||
Marc Sengès | ||||
Chief Financial Officer of Toreador Resources Corporation Paris, France, December 13, 2010 |
||||
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I. | GENERAL DESCRIPTION OF TOREADOR RESOURCES CORPORATION |
* | Toreador Energy France is a French société en commandite simple whose (i) general partner is
Toreador France (686,158 general partnership interests) and (ii) limited partner is Toreador
International Holding (2 limited partnership interests). |
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** | Toreador Exploration Ltd. (Cayman Islands) and Toreador Romania Ltd. (Cayman Islands) (both 100%
held by Toreador) are dormant companies under liquidation process, which shall be completed in the
first quarter of 2011. |
|
*** | Toreador International Holding LLC is a holding company the purpose of which was to own,
in addition to Toreador France, the assets located in Hungary, Romania and Turkey, which were
disposed of in 2009 (see Section 1.2 below). |
1 | Mmbbl meaning one million bbl (as defined
below). |
|
2 | bbl meaning stock tank barrel. |
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| Focus on France. All of our oil assets are currently located in France, having
disposed of our interests in Turkey, Romania and Hungary in 2009. We believe we can
leverage our substantial acreage position and our experience and industry relationships
in France to grow the Company. |
||
| Capture, develop and accelerate conventional prospects. We have identified a number
of conventional oil prospects, which we intend to evaluate for potential development,
beginning with La Garenne. |
||
| Target the prospective unconventional oil resource play. We are currently working
with Hess on our proof of concept program and potential development of our Paris Basin
shale oil acreage position. |
||
| Seize the opportunities for external growth. We continue to evaluate and, where
appropriate, intend to pursue acquisition opportunities on terms we consider favorable.
In particular, we consider acquisitions of businesses or interests that will
complement and allow us to expand our activities. However, currently, we have no
binding commitments related to any acquisitions. |
||
| Continue to focus on operational costs. Since the beginning of 2009, we have
improved operational efficiencies, and we continue to focus on maintaining efficient
operations. |
||
| Seek and maintain optimal capital structure. We intend to maintain a conservative
capital structure over time. |
II. | INFORMATION RELATING TO ADMISSION TO LISTING AND TRADING ON EURONEXT |
Issuer
|
Toreador Resources Corporation, a Delaware corporation,
with its principal executive offices at 9, rue Scribe,
75009 Paris, France and its registered office at 1209
Orange Street, Wilmington, County of New Castle,
Delaware 19801, U.S.A. |
|
Stock Exchange Listing
|
Our Common Stock is listed on the NASDAQ Global Market
(NASDAQ) under the symbol TRGL. |
|
We have applied for admission to listing and trading on
the Professional Segment of Euronext of 25,828,705
shares of common stock (as of November 9, 2010) (the
Existing Common Stock) as well as the shares that
would result from (i) the conversion of the 8.00%/7.00%
Convertible Senior Notes (as defined below), i.e., |
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3,101,077 shares as of November 9, 2010 and (ii) the
exercise of stock options, i.e., 62,370 shares as of
September 30, 2010 (together the Common Stock).
On December 13, 2010, Euronext approved our application for listing and trading of our Common Stock on Euronext. Our Common Stock will be listed under the symbol TOR. The Euronext listing is intended to promote additional liquidity for all investors and provide greater access to Toreadors Common Stock among European fund managers who may be required to invest in Euro-zone markets or currencies only. Such Euronext listing in Paris is in keeping with our focus on exploiting our shale oil acreage in the Paris Basin and more generally developing our French business. |
||
Transfer Agent and
Registrar for
Shares
|
American Stock Transfer & Trust Company. |
|
Paying Agent
|
CACEIS Corporate Trust (Postal address: 14 rue Rouget de
Lisle 92862 Issy-les-Moulineaux Cedex 9). |
|
Securities Identification Code |
CUSIP number :891050106. ISIN : U.S.8910501068. |
|
Authorized Capital
|
50,000,000 shares of Common Stock, $0.15625 par value
per share and 4,000,000 shares of preferred stock, $1.00
par value per share (the Preferred Stock).
As of November 9, 2010, 25,828,705 shares outstanding of our Common Stock. There are currently no shares of Preferred Stock outstanding. |
|
Authorized but Unissued Capital Stock |
Delaware law does not require stockholder approval for
any issuance of authorized shares. See Voting Rights
on page 26 of this prospectus. However, the NASDAQ
rules require stockholder approval of certain issuances
of common stock or securities convertible into or
exchangeable for common stock equal to 20% or more of
the common stock or voting power outstanding prior to
such issuance. The NASDAQ rules do not set out any
specific time limit in which the 20% threshold is
determined. |
|
Accordingly, subject to the above limitations,
Toreadors board of directors (the Board) may issue up
to a maximum of 21,007,848 shares of Common Stock at a
price equal to or higher than the par value of $0.15625
per share without authorization from the stockholders.
No other price restrictions apply. Any issue of Common
Stock would give rise to a registration statement under
the SEC rules, absent any available exemption such as
certain issuances of Common Stock solely to qualified
institutional buyers. |
||
The Company has equity compensation plans under which
Common Stock may be provided to directors or employees
of the Company. The Companys obligations in this
respect may be satisfied either by Common Stock held in
treasury or by newly issued Common Stock. There were,
as of November 9, 2010, 1,339,421 shares of Common Stock
available for issuance under Toreadors equity
compensation plans by virtue of awards that may be
granted in the future under such plans and, as of
September 30, 2010, 62,370 Common Stock options
previously granted and not yet exercised. For more
information regarding these equity compensation plan
awards, see pages F-30 F-32 of Exhibit I (Note 11.
Stock Compensation Plans) and pages |
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21-25 of the Proxy
Statement (from Grants of Plan Based Awards up to
Option Exercises and Stock Vested in 2009).
A shareholder who currently holds 1% of the share capital of Toreador would, upon conversion of all the 8.00%/7.00% Convertible Senior Notes and issuance of all the shares to be issued upon exercise of the stock options, hold 0.89% of the share capital. |
||
Dividend Policy
|
Dividends on our Common Stock may be declared and paid
out of funds legally available when and as determined by
our Board of Directors. Our Board of Directors plans to
continue our policy of holding and investing corporate
funds on a conservative basis, retaining earnings to
finance the growth of our business. Therefore, we do
not anticipate paying cash dividends on our Common Stock
in the foreseeable future. No dividends were paid in
2008, 2009 and 2010 to date. |
|
First Paris Trading Date |
Trading (continuous trading) in the Existing Common
Stock on the Professional Segment of Euronext to start
on December 17, 2010. |
|
Use of Proceeds
|
We will not receive any proceeds from the admission to
listing and trading of the Existing Common Stock on
Euronext. |
|
Currency of Trading
|
Trading of our Common Stock on Euronext will be in Euros. |
|
Settlement
|
Settlement of any transactions on Euronext is expected
to occur through the book-entry facilities of Euroclear France. |
|
Liquidity
|
At this time, Toreador does not intend to enter into any
agreement with a liquidity provider in connection with
the listing of its Common Stock on Euronext. However,
Toreador reserves the right to enter into such an
agreement in the future, subject to compliance with
applicable legislation in France and the U.S.
Until such time that an agreement is entered into with a liquidity provider (if ever), liquidity in the Common Stock will result initially from execution on Euronext of sell orders in respect of Common Stock currently traded on the NASDAQ and future trading in the Common Stock on Euronext with settlement through Euroclear France. |
|
Market
Capitalization for
the US and French
Markets
|
Based on 25,828,705 shares of Common Stock issued and
outstanding as of November 9, 2010 (excluding the
721,027 shares of Common Stock held in treasury), and
the closing price of the Common Stock on the NASDAQ on
November 9, 2010 of $14.36, Toreador had a market
capitalization on the NASDAQ of approximately
$360,546,256, which, based on the exchange rate on
November 9, 2010 ($1 = EUR 0.7265), corresponds to
approximately EUR 261,936,855. |
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Traded Volume | ||||||||||||||||
(million of | Traded Value | |||||||||||||||
High | Low | shares) | (million $) | |||||||||||||
2010: |
||||||||||||||||
Third quarter |
$ | 11.56 | $ | 5.34 | 14.70 | 116.65 | ||||||||||
Second quarter |
9.84 | 5.31 | 25.95 | 187.86 | ||||||||||||
First quarter |
13.69 | 7.02 | 35.27 | 353.17 | ||||||||||||
2009: |
||||||||||||||||
Fourth quarter |
$ | 11.58 | $ | 7.60 | 21.50 | 191.87 | ||||||||||
Third quarter |
10.79 | 4.50 | 7.97 | 60.19 | ||||||||||||
Second quarter |
7.26 | 2.39 | 4.31 | 23.45 | ||||||||||||
First quarter |
4.74 | 1.96 | 3.49 | 10.60 | ||||||||||||
2008: |
||||||||||||||||
Fourth quarter |
$ | 9.67 | $ | 2.84 | 4.52 | 25.32 | ||||||||||
Third quarter |
10.15 | 6.45 | 7.20 | 57.38 | ||||||||||||
Second quarter |
10.49 | 7.40 | 9.10 | 78.78 | ||||||||||||
First quarter |
10.58 | 6.15 | 7.70 | 66.77 |
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING DEC. 31, 2009
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III. | MAJOR SHAREHOLDERS |
Toreador Common Stock | ||||||||
Beneficially Owned | ||||||||
Number of Shares | Percent of Class | |||||||
Palo Alto Investors, LLC 470 University Avenue Palo Alto, CA94301 |
1,906,000 | (6) | 7.38 | %(6) | ||||
Samana Capital LP 35 Ocean Reef Drive Suite 142 Key Largo, Florida 33037 |
1,450,000 | (8) | 5.61 | %(8) | ||||
David M. Brewer and Joseph
E. Griesedieck, III c/o The Madison Group 590 Madison Avenue, 21st Floor New York, NY 10022 |
1,373,761 | (4) | 5.32 | %(4) | ||||
Zazove Associates, LLC 4801 West Petetson Suite 615 Chicago, IL 60646 |
3,101,077 | (7) | 10.72 | %(7) |
IV. | RISK FACTORS |
| We may not be able to maintain or renew our existing exploration permits or exploitation
concessions or obtain new ones, which could reduce our proved reserves. |
|
| Our financial success depends on our ability to replace our reserves in the future. |
|
| The loss of the current single purchaser of our oil production could have a material
adverse effect on our financial condition and results of operations. |
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| A decline in oil prices will have an adverse impact on our operations (particularly in
higher cost unconventional exploration) and economic conditions are highly uncertain. |
|
| Any disruption in production, development or our ability to produce and sell oil in France
would have a material adverse effect on our results of operations or reduce future revenues. |
|
| Exploration activities in the Paris Basin expose us to extensive regulations (including
environmental). |
|
| Reserve estimates depend on many assumptions that may turn out to be inaccurate. |
V. | RECENT DEVELOPMENTS |
- 15 -
VI. | FINANCIAL INFORMATION CONCERNING TOREADOR RESOURCES CORPORATION FOR THE FISCAL YEARS ENDED
DECEMBER 31, 2009, 2008 AND 2007 AND THE QUARTERS ENDED SEPTEMBER 30, 2010 AND 2009 |
- 16 -
(In thousands, except per share data)
Years Ended December 31, | ||||||||||||
2009 | 2008 | 2007 | ||||||||||
(Amounts in thousands, except per share | ||||||||||||
amounts) | ||||||||||||
Operating Results: |
||||||||||||
Revenues |
$ | 19,236 | $ | 34,150 | $ | 25,907 | ||||||
Costs and expenses |
(35,415 | ) | (32,586 | ) | (29,473 | ) | ||||||
Operating income (loss) |
(16,179 | ) | 1,564 | (3,566 | ) | |||||||
Other income (expense) |
397 | (3,082 | ) | (2,384 | ) | |||||||
Income (loss) from continuing operations before
income tax |
(15,782 | ) | (1,518 | ) | (5,950 | ) | ||||||
Income tax benefit (provision) |
450 | (5,502 | ) | 1,402 | ||||||||
Income (loss) from continuing operations, net of
tax |
(15,332 | ) | (7,020 | ) | (4,548 | ) | ||||||
Income (loss) from discontinued operations, net
of tax |
(10,080 | ) | (101,585 | ) | (69,873 | ) | ||||||
Dividends on preferred shares |
| | (162 | ) | ||||||||
Income (loss) available to common shares |
(25,412 | ) | (108,605 | ) | (74,583 | ) | ||||||
Basic income (loss) available to common shares
per share |
(1.24 | ) | (5.48 | ) | (4.07 | ) | ||||||
Diluted income (loss) available to common shares
per share |
(1.24 | ) | (5.48 | ) | (4.07 | ) | ||||||
Weighted average shares outstanding |
||||||||||||
Basic |
20,564 | 19,831 | 18,358 | |||||||||
Diluted |
20,564 | 19,831 | 18,358 | |||||||||
Balance Sheet Data: |
||||||||||||
Working capital |
$ | (30,193 | ) | $ | 73,286 | $ | 203,591 | |||||
Oil and natural gas properties, net |
74,621 | 72,753 | 80,983 |
- 17 -
(In thousands, except per share data) (Continued)
Years Ended December 31, | ||||||||||||
2009 | 2008 | 2007 | ||||||||||
(Amounts in thousands, except per share | ||||||||||||
amounts) | ||||||||||||
Oil and natural gas properties held for sale, net |
| 91,959 | 190,968 | |||||||||
Total assets |
97,155 | 207,156 | 323,111 | |||||||||
Debt, including current portion |
54,616 | 110,275 | 116,250 | |||||||||
Stockholders equity |
6,137 | 52,560 | 163,825 | |||||||||
Cash Flow Data: |
||||||||||||
Net cash provided by (used in) operating
activities |
$ | (7,345 | ) | $ | 16,766 | $ | (12,434 | ) | ||||
Capital expenditures for oil and natural gas
property and equipment, including acquisitions |
3,386 | (770 | )(1) | 3,824 | ||||||||
Capital expenditures for oil and natural gas
property and equipment held for sale |
4,528 | 11,472 | 86,820 |
(1) | Due to overaccrual in 2007. |
(In thousands, except per share data Unaudited)
Quarter Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
Operating Results: |
||||||||||||||||
Revenues and other income |
$ | 6,563 | $ | 5,204 | $ | 33,020 | $ | 13,217 | ||||||||
Operating costs and expenses |
5,928 | 7,012 | 20,174 | 24,351 | ||||||||||||
Operating income (loss) |
635 | (1,808 | ) | 12,846 | (11,134 | ) | ||||||||||
Other income (expense) |
(3,905 | ) | (365 | ) | (9,958 | ) | 1,668 | |||||||||
Income (loss) before taxes from
continuing operations |
(3,270 | ) | (2,173 | ) | 2,888 | (9,466 | ) | |||||||||
Income tax (benefit) provision |
(666 | ) | (232 | ) | 5,683 | (1,002 | ) | |||||||||
Loss from continuing operations,
net of income taxes |
(2,604 | ) | (1,941 | ) | (2,795 | ) | (8,464 | ) | ||||||||
Loss from discontinued operations,
net of income taxes |
(290 | ) | (10,518 | ) | (1,113 | ) | (11,988 | ) | ||||||||
Net loss available to common shares |
(2,894 | ) | (12,459 | ) | (3,908 | ) | (20,452 | ) |
- 18 -
(In thousands, except per share data Unaudited) (Continued)
Quarter Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
Basic loss available to common
shares per share |
(0,12 | ) | (0,59 | ) | (0,17 | ) | (1 | ) | ||||||||
Diluted loss available to common
shares per share |
(0,11 | ) | (0,59 | ) | (0,15 | ) | (1 | ) | ||||||||
Weighted average shares outstanding |
||||||||||||||||
Basic |
24,660 | 20,869 | 24,393 | 20,428 | ||||||||||||
Diluted |
25,917 | 20,869 | 25,811 | 20,428 |
September 30, 2010 | December 31, 2009 | |||||||
Balance Sheet Data: |
||||||||
Oil and natural gas properties, net |
$ | 65,876 | $ | 74,621 | ||||
Total assets |
132,278 | 97,155 | ||||||
Total liabilities |
101,064 | 91,018 | ||||||
Stockholders equity |
31,214 | 6,137 |
Nine Months Ended | ||||||||
September 30, | ||||||||
2010 | 2009 | |||||||
Cash Flow Data: |
||||||||
Net cash provided by (used in) operating
activities |
$ | 7,787 | $ | (11,166 | ) | |||
Additions to property and equipment |
(298 | ) | (4,521 | ) |
| annual reports on Form 10-K; | |
| quarterly reports on Form 10-Q; | |
| current reports on Form 8-K; | |
| proxy statements on Schedule 14A; and | |
| any amendments to those reports. |
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Investor Relations
13760 Noel Road, Suite 1100
Dallas, TX75240-1383, U.S.A.
9, rue Scribe
75009 Paris, France
- 20 -
| We may require additional capital in the future, which may not be available on favorable terms, if at all. | |
| We may not be able to maintain or renew our existing exploration permits or exploitation concessions or obtain new ones, which could reduce our proved reserves. | |
| Our indebtedness could materially adversely affect our financial health, limit our ability to finance capital expenditures and future acquisitions and prevent us from executing our business plan. | |
| We have incurred net losses in recent years, and there can be no assurance we will be profitable in the future. | |
| Our financial success depends on our ability to replace our reserves in the future. | |
| Since we do not hold title to our properties but rather hold exploration permits and exploitation concessions granted to us by the French government, the SEC may require that a portion of reported proved reserves associated with these permits not be included in our proved reserves. | |
| The loss of the current single purchaser of our oil production could have a material adverse effect on our financial condition and results of operations. | |
| Hedging activities may require us to make significant payments that are not offset by sales of production and may prevent us from benefiting from increases in oil prices. | |
| We depend on our senior management team and other key personnel. Accordingly, the loss of any of these individuals could adversely affect our business, financial condition and results of operations and future growth. | |
| It may not be possible to serve process on our directors and officers or enforce judgments against them or us. | |
| Our operations are in France and we have previously operated in other international jurisdictions and we are subject to political, economic and legal risks and other uncertainties. | |
| All of our revenues are currently attributable to our properties in the Paris Basin in France. | |
| Any disruption in production, development or our ability to produce and sell oil in France would have a material adverse effect on our results of operations or reduce future revenues. | |
| Our operations are subject to currency fluctuation risks. | |
| We have identified a material weakness in our internal control over financial reporting. |
- 21 -
| Failure to maintain effective internal controls could have a material adverse effect on our operations and our stock price. | |
| In connection with the sales of our assets in Turkey in 2009, we granted certain significant indemnities to the purchasers of those assets (please see pages F-32 and F-33 of the 10-K and pages 16 and 17 of the 10-Q for further details). | |
| We face certain litigation risks, and unfavorable results of legal proceedings could have a material adverse effect on us. Except for the proceedings described in pages 32 and 33 of the 10-K and pages 16 and 17 of the 10-Q, there are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which Toreador is aware), which may have or have had during the last 12 months a material impact on Toreador Resources Corporations financial position or Toreador Resources Corporations profitability or on those of Toreadors group as a whole. | |
| Acquisition prospects may be difficult to assess and may pose additional risks to our operations. |
| A decline in oil prices will have an adverse impact on our operations, and economic conditions are highly uncertain. | |
| Competition in the oil and natural gas industry is intense, and many of our competitors have greater financial, technological and other resources than we do. | |
| The unavailability or high cost of drilling rigs, equipment, supplies, insurance, personnel and oil field services could adversely affect our ability to execute our exploration and development plans on a timely basis and within our budget. | |
| We are subject to complex laws and regulations that could adversely affect the cost, manner or feasibility of conducting our operations. | |
| Our business exposes us to liability and extensive environmental regulation. | |
| Terrorist activities may adversely affect our business. | |
| We face numerous risks in finding commercially productive oil reservoirs, including delays in our drilling operations as a result of factors that are beyond our control and that may not be covered by insurance. | |
| Reserve estimates depend on many assumptions that may turn out to be inaccurate. | |
| You should not assume that the present value of our proved reserves is the current market value of our estimated oil reserves. |
| Our stocks public trading price has been volatile, which may depress the trading price of our Common Stock. | |
| We do not intend to pay cash dividends on our Common Stock in the foreseeable future. | |
| We may issue equity securities, including upon conversion of existing securities, that may depress the trading price of our Common Stock and may dilute the interests of our existing stockholders. |
- 22 -
| Provisions in the indentures for our convertible senior notes and our charter and Delaware law could discourage an acquisition of us by a third party, even if the acquisition would be favorable to holders of our Common Stock. | |
| The personal liability of our directors for monetary damages for breach of their fiduciary duty of care is limited by the Delaware General Corporation Law and by our certificate of incorporation. | |
| We have the ability to issue blank check preferred stock, which, if issued, could affect the rights of holders of our Common Stock. |
- 23 -
Type |
Period |
Barrels |
Floor |
Ceiling |
||||||||
Collar
|
January 1 December 31, 2010 | 182,500 (per year) | $ | 68.00 | $ | 81.00 | ||||||
Collar
|
January 1 December 31, 2011 | 500 (per day) | $ | 78.00 | $ | 91.00 |
- 24 -
- 25 -
- 26 -
(1) | To change its corporate name; or |
|
(2) | To change, substitute, enlarge or diminish the nature of its business or its corporate powers
and purposes; or |
|
(3) | To increase or decrease its authorized capital stock or to reclassify the same, by changing
the number, par value, designations, preferences, or relative, participating, optional, or
other special rights of the shares, or the qualifications, limitations or restrictions of such
rights, or by changing shares with par value into shares without par value, or shares without
par value into shares with par value either with or without increasing or decreasing the
number of shares, or by subdividing or combining the outstanding shares of any class or series
of a class of shares into a greater or lesser number of outstanding shares; or |
|
(4) | To cancel or otherwise affect the right of the holders of the shares of any class to receive
dividends which have accrued but have not been declared; or |
|
(5) | To create new classes of stock having rights and preferences either prior and superior or
subordinate and inferior to the stock of any class then authorized, whether issued or
unissued; or |
|
(6) | To change the period of its duration. |
- 27 -
| the transaction that results in a persons becoming an interested stockholder or the business
combination is approved by the board of directors of the corporation before the person becomes
an interested stockholder; |
|
| upon consummation of the transaction that results in the stockholder becoming an interested
stockholder, the interested stockholder owns 85% or more of the voting stock of the
corporation outstanding at the time the transaction commenced, excluding shares owned by
persons who are directors and also officers and shares owned by certain employee stock plans;
or |
|
| on or after the time the person becomes an interested stockholder, the business combination
is approved by the corporations board of directors and by holders of at least two thirds of
the corporations outstanding voting stock, excluding shares owned by the interested
stockholder, at a meeting of stockholders. |
| the owner of 15% or more of the outstanding voting stock of the corporation; or |
|
| an affiliate or associate of the corporation and was the owner of 15% or more of the
outstanding voting stock of the corporation at any time within the three-year period
immediately prior to the date on which it is sought to be determined whether such person is an
interested stockholder. |
- 28 -
Traded Volume | ||||||||||||||||
(million of | Traded Value | |||||||||||||||
High | Low | shares) | (million $) | |||||||||||||
2010: |
||||||||||||||||
Third quarter |
$ | 11.56 | $ | 5.34 | 14.70 | 116.65 | ||||||||||
Second quarter |
9.84 | 5.31 | 25.95 | 187.86 | ||||||||||||
First quarter |
13.69 | 7.02 | 35.27 | 353.17 |
- 29 -
Traded Volume | ||||||||||||||||
(million of | Traded Value | |||||||||||||||
High | Low | shares) | (million $) | |||||||||||||
2009: |
||||||||||||||||
Fourth quarter |
$ | 11.58 | $ | 7.60 | 21.50 | 191.87 | ||||||||||
Third quarter |
10.79 | 4.50 | 7.97 | 60.19 | ||||||||||||
Second quarter |
7.26 | 2.39 | 4.31 | 23.45 | ||||||||||||
First quarter |
4.74 | 1.96 | 3.49 | 10.60 | ||||||||||||
2008: |
||||||||||||||||
Fourth quarter |
$ | 9.67 | $ | 2.84 | 4.52 | 25.32 | ||||||||||
Third quarter |
10.15 | 6.45 | 7.20 | 57.38 | ||||||||||||
Second quarter |
10.49 | 7.40 | 9.10 | 78.78 | ||||||||||||
First quarter |
10.58 | 6.15 | 7.70 | 66.77 |
Total current debt |
$ | 32,385 | ||
- Guaranteed |
0 | |||
- Secured |
0 | |||
- Unguaranteed and Unsecured |
32,385 |
- 30 -
Total non-current debt (excluding current portion of long-term
debt) |
$ | 34,716 | ||
- Guaranteed |
0 | |||
- Secured |
0 | |||
- Unguaranteed and Unsecured |
34,716 | |||
Stockholders equity |
$ | 31,214 | ||
a. Common Stock and paid-in capital |
||||
Common Stock |
4,036 | |||
Additional paid-in capital |
198,458 | |||
b. Legal reserve |
0 | |||
c. Total other reserves |
(171,280 | ) | ||
- Accumulated other comprehensive income, net of tax |
11,748 | |||
- Retained earnings (accumulated deficit) |
(180,494 | ) | ||
- Treasury stock |
(2,534 | ) | ||
Total stockholders equity |
$ | 31,214 | ||
- Total Toreador Resources Corporation stockholders equity |
31,214 | |||
- Non-controlling interests |
0 |
A.+B. | Cash and cash equivalents |
$ | 53,550 | |||
C. | Short-term investments |
0 | ||||
D. | Liquidity (A) + (B) + (C) |
$ | 53,550 | |||
E. | Current financial receivable |
0 | ||||
F. | Current bank debt |
$ | 0 | |||
G. | Current portion of non-current debt |
32,385 | ||||
H. | Other current financial debt |
0 | ||||
I. | Other financial debt (F) + (G) + (H) |
$ | 32,385 | |||
J. | Net
current financial indebtedness (I) (E) (D) |
$ | (21,165 | ) | ||
K. | Non-current bank loans |
0 | ||||
L. | Bonds issued |
34,716 | ||||
M. | Other non-current loans |
0 | ||||
N. | Non-current financial indebtedness (K) + (L) + (M) |
$ | 34,716 | |||
O. | Net financial indebtedness (J) + (N) |
$ | 13,551 |
- 31 -
Name | Age | Director Since | Address | Other functions | ||||||
Julien Balkany
|
29 | January 2009 | 9, rue Scribe 75009 Paris | Managing member and Chief
Investment Officer of Nanes
Balkany Partners LLC
Managing Director and Foreign Associate at Nanes Delorme Capital Management LLC Chairman of the Advisory Board of Stellar Energy Ltd. |
||||||
Bernard de Combret
|
67 | September 2009 | 9, rue Scribe 75009 Paris | Non-executive Chairman of
Coastal Energy Company
Non-executive director of Petrofac Ltd and Winstar Resources Ltd. Member of the International Advisory Board of Banco Santander Member of the Advisory Board of Reech AiM Partners LLP |
||||||
Peter J. Hill
|
62 | January 2009 | 9, rue Scribe 75009 Paris | President and CEO of Triangle Petroleum Corporation since November 2009 | ||||||
Adam Kroloff
|
48 | June 2009 | 9, rue Scribe 75009 Paris | Vice President (strategic projects) of BP plc | ||||||
Craig M. McKenzie
|
46 | March 2009 | 9, rue Scribe 75009 Paris | President and Chief Executive Officer of Toreador Resources Corp. | ||||||
Ian Vann
|
61 | June 2009 | 9, rue Scribe 75009 Paris | Non-executive director of Serica Energy PLC Director of Spectraseis AG | ||||||
Herbert C.
Williamson III
|
61 | January 2006 | 9, rue Scribe 75009 Paris | |
- 32 -
Name |
Age | Position |
|||||
Craig M. McKenzie
|
46 | President and Chief Executive Officer | |||||
Marc Sengès
|
43 | Chief Financial Officer |
(a) | been convicted in relation to fraudulent offenses; |
|
(b) | been associated with any bankruptcies, receiverships or liquidations when acting in their
capacity as directors or executive officers of Toreador; or |
|
(c) | been subject to any official public incrimination and/or sanctions by statutory or regulatory
authorities (including designated professional bodies) or ever been disqualified by a court
from acting as a member of the administrative, management or supervisory bodies of an issuer
or from acting in the management or conduct of the affairs of any issuer. |
Fiscal Year |
2009 | 2008 | 2007 | |||||||||
Total |
35 | 3 | 81 | 4 | 95 | 5 |
3 | As of March 12, 2010. |
|
4 | As of March 10, 2009. |
- 33 -
Toreador Common Stock | ||||||||
Beneficially Owned | ||||||||
Number of Shares | Percent of Class | |||||||
Palo Alto Investors, LLC 470 University Avenue Palo Alto, CA94301 |
1,906,000 | (6) | 7.38 | %(6) | ||||
Samana Capital LP 35 Ocean Reef Drive Suite 142 Key Largo, Florida 33037 |
1,450,000 | (8) | 5.61 | %(8) | ||||
David M. Brewer and Joseph E.
Griesedieck, III c/o The Madison Group 590 Madison Avenue, 21st Floor New York, NY 10022 |
1,373,761 | (4) | 5.32 | %(4) | ||||
Zazove Associates, LLC 4801 West Petetson Suite 615 Chicago, IL 60646 |
3,101,077 | (7) | 10.72 | %(7) |
5 | As of March 12, 2008. |
- 34 -
- 35 -
- 36 -
At December 31, 2009 | ||||||||||||||||
Total | Percent of | |||||||||||||||
Permit | Proved | Post-Expiration | Proved | |||||||||||||
Expiration | Reserves | Proved Reserves | Reserves | |||||||||||||
Property | Year | (mbbl) | (mbbl) | Post-Expiration | ||||||||||||
Neocomian Fields |
2011 | * | 5,418 | 5,153 | 95.11 | % | ||||||||||
Charmottes Field |
2013 | 387 | 348 | 89.92 | % |
* | The Conseil Général de lIndustrie, de lEnergie et des Technologies approved the renewal
of these concessions on October 11th, 2010. The draft decree granting the renewal is
currently under review by the Conseil dEtat (i.e. the French administrative Supreme Court). |
Proved + | ||||||||||||||||||||
probable | ||||||||||||||||||||
Proved | Proved | Total | Proved + | ± | ||||||||||||||||
Field |
Developed | Undeveloped | Proved | probable | possible | |||||||||||||||
(Mmbbl) | (Mmbbl) | (Mmbbl) | (Mmbbl) | (Mmbbl) | ||||||||||||||||
Neocomian Complex |
5.0 | 0.4 | 5.4 | 8.2 | 13.2 | |||||||||||||||
Charmottes Triassic |
0.1 | | 0.1 | 0.3 | 0.4 | |||||||||||||||
Charmottes Dogger |
0.3 | | 0.3 | 0.6 | 0.8 | |||||||||||||||
Total |
5.4 | 0.4 | 5.8 | 9.1 | 14.3 |
- 37 -
For the Year Ended | ||||||||||||
December 31, | ||||||||||||
2009 | 2008 | 2007 | ||||||||||
Production: |
||||||||||||
Oil (bbl) |
328,416 | 365,361 | 383,341 | |||||||||
Daily average (bbl/Day) |
900 | 1,001 | 1,050 | |||||||||
Unit prices: |
||||||||||||
Average oil price ($/bbl) |
$ | 57.17 | $ | 93.32 | $ | 67.49 | ||||||
Unit costs ($/BOE): |
||||||||||||
Lease operating |
$ | 25.57 | $ | 25.35 | $ | 19.16 | ||||||
Exploration and acquisition |
| 0.39 | 2.23 | |||||||||
Depreciation, depletion and amortization |
16.66 | 12.83 | 10.79 | |||||||||
Dry hole costs |
| | 10.01 | |||||||||
General and administrative |
11.25 | 3.54 | 7.39 | |||||||||
Total |
$ | 53.48 | $ | 42.11 | $ | 49.58 |
- 38 -
Working | Gross | |||||||||||
Permit Name |
Interest* |
Type |
Expiration Date |
Acreage |
||||||||
Courtenay
|
50 | % | Exploration | October 1, 2013 | 76,276 | |||||||
Aufferville
|
50 | % | Exploration | June 16, 2010(1) | 33,095 | |||||||
Nemours
|
25 | % | Exploration | June 16, 2012 | 46,992 | |||||||
Rigny le Ferron
|
50 | % | Exploration | February 20, 2011 | 82,748 | |||||||
Joigny
|
50 | % | Exploration | February 20, 2011 | 33,152 | |||||||
Mairy
|
25 | % | Exploration | August 15, 2011 | 109,705 | |||||||
Nogent sur Seine
|
50 | % | Exploration | August 8, 2012 | 65,727 | |||||||
Château Thierry
|
50 | % | Exploration | October 24, 2014 | 192,468 | |||||||
Leudon en Brie
|
50 | % | Exploration | August 8, 2012 | 26,740 | |||||||
Champrose(2)
|
40 | % | Exploration | October 21, 2015 | 113,396 | |||||||
Total Exploration | 780,299 | |||||||||||
Nangis
|
| Application | 26,966 | (3) | ||||||||
Valence en Brie
|
| Application | 16,015 | (3) | ||||||||
Mary sur Marne
|
| Application | 30,815 | (3) | ||||||||
Coulommiers
|
| Application | 45,900 | (3) | ||||||||
LOurcq
|
| Application | 48,680 | (3) | ||||||||
Nanteuil
|
| Application | 48,680 | (3) | ||||||||
Plaisir
|
| Application | 32,667 | (3) | ||||||||
Meaux
|
| Application | 155,175 | (3) | ||||||||
Rozay en Brie
|
| Application | 36,273 | (3) | ||||||||
Chevry
|
| Application | 97,606 | (3) | ||||||||
Leudon extension
|
| Application | 12,882 | (3) | ||||||||
Sezanne
|
| Application | 214,981 | (3) | ||||||||
Fère en Tardenois
|
| Application | 64,885 | (3) | ||||||||
Maisoncelles
|
| Application | 49,625 | (3) | ||||||||
Total Applications | 881,150 | |||||||||||
TOTAL EXPLORATION (PERMITS AND APPLICATIONS) |
1,661,449 | (4) |
* | Adjusted for the May 10, 2010 agreement with Hess. |
|
(1) | Renewal application pending. |
|
(2) | Assuming approval of the transfer of interest to Toreador by the French government under
article 43 of decree 2006-648. |
- 39 -
(3) | The application award process may result in us receiving less than a 100% working interest in
the pending applications or only part of the acreage by an application. |
|
(4) | Assuming successful applications. |
- 40 -
- | the contribution sociale généralisée (CSG) at the rate of 8.2%; |
|
- | the contribution au remboursement de la dette sociale (CRDS) at the rate of 0.5%; |
|
- | the prélèvement social at the rate of 2%; and |
|
- | the contributions additionnelles au prélèvement social at the global rate of 1.4%. |
- 41 -
- 42 -
- | a non-resident alien individual, other than certain former citizens and residents
of the U.S. subject to tax as expatriates, |
|
- | a foreign corporation or |
|
- | a foreign estate or trust. |
- 43 -
| annual reports on Form 10-K; |
|
| quarterly reports on Form 10-Q; |
|
| current reports on Form 8-K; |
|
| proxy statements on Schedule 14A; and |
|
| any amendments to those reports. |
13760 Noel Road, Suite 1100,
Dallas, TX 75240-1383, U.S.A.
Toreador Holding S.A.S
9, rue Scribe
- 44 -
DOCUMENT (SCHEDULE)
Item# | Item contents | Chapter/Exhibit | Page/Section | |||
1.
|
PERSONS RESPONSIBLE | |||||
1.1.
|
All persons responsible for the information given in the prospectus | Prospectus | 7 (Company Representatives for Prospectus) |
|||
Exhibit I | Exhibits 31.1, 31.2 and 32.1 |
|||||
Exhibit II | Exhibits 31.1, 31.2 and 32.1 |
|||||
1.2.
|
A declaration by those responsible for the prospectus | Prospectus | 7 (Company Representatives for Prospectus) |
|||
2.
|
STATUTORY AUDITORS | |||||
2.1.
|
Names and addresses of the issuers auditors | Chapter C | 32 (Directors and Executive Officers Statutory Auditors) |
|||
Exhibit I | F-2 F-4 (Report of Independent Registered Public Accounting Firm) |
|||||
Exhibit VI | F-2 F-3 (Report of Independent Registered Public Accounting Firm) |
|||||
2.2.
|
If auditors have resigned, been removed or not been re-appointed during the period covered by the historical financial information, indicate details if material.
|
Exhibit VII | Part 2 All pages |
|||
3.
|
SELECTED FINANCIAL INFORMATION | |||||
3.1.
|
Selected historical financial information | Exhibit I | 36-37 (Item 6. Selected Financial Data) |
|||
3.2.
|
Interim periods | Exhibit II | 1-48 (Financial Information) |
- I -
Item# | Item contents | Chapter/Exhibit | Page/Section | |||
4.
|
RISK FACTORS | Chapter B | 21-24 |
|||
Exhibit I | 19-32 (Item 1A. Risk Factors) and |
|||||
67 (Item 7A. Quantitative and Qualitative Disclosures About Market Risk) |
||||||
Exhibit II | 47 (Item 3. Quantitative and Qualitative Disclosures About Market Risk) and |
|||||
49 (Item 1A. Risk Factors) |
||||||
5.
|
INFORMATION ABOUT THE ISSUER | |||||
5.1.
|
History and Development of the Issuer | |||||
5.1.1.
|
The legal and commercial name of the issuer | Exhibit I | Cover Page |
|||
5.1.2.
|
The place of registration of the issuer and its registration number | Chapter C | 29 (1.9 Registration Number) |
|||
Exhibit I | Cover Page |
|||||
5.1.3.
|
The date of incorporation and the length of life of the issuer, except where indefinite
|
Exhibit I | 1 (Item 1 and 2. Business and Properties) |
|||
5.1.4.
|
The domicile and legal form of the issuer, the legislation under which the issuer operates, its country of incorporation, as well as the address and telephone number
|
Chapter C | 25 (1.2 Legislation Under Which the Securities Have Been Created) |
|||
Exhibit I | Cover Page |
|||||
5.1.5.
|
Important events in the development of the issuers business | Exhibit I | 1-18 (Item 1 and 2. Business and Properties) |
|||
38-39 (Executive Overview) |
||||||
F-37 F-39 (Note 15. Discontinued Operations) and |
||||||
F-43 F-44 (Note 17. Subsequent Events) |
||||||
Exhibit II | 22-23 (Note 16. Agreement with Hess) |
|||||
27-29 (Executive Overview) and |
||||||
25 (Note 19. Subsequent Events) |
- II -
Item# | Item contents | Chapter/Exhibit | Page/Section | |||
5.2.
|
Investments | |||||
5.2.1.
|
A description (including the amount) of the issuers principal investments for each financial year for the period covered by the historical financial information up to the date of the prospectus
|
Exhibit I | 1-18 (Item 1 and 2. Business and Properties) 38-67 (Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations) and |
|||
F-17 (Note 5. Oil and Natural Gas Properties) |
||||||
Exhibit II | 26-47 (Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations) |
|||||
5.2.2.
|
A description of the issuers principal investments that are in progress | Exhibit I | 1-18 (Item 1 and 2. Business and Properties) |
|||
Exhibit II | 26-47 (Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations) |
|||||
5.2.3.
|
Information concerning the issuers principal future investments on which its management bodies have already made firm commitments
|
Not Applicable | Not Applicable |
|||
6.
|
BUSINESS OVERVIEW | |||||
6.1.
|
Principal Activities | |||||
6.1.1.
|
A description of, and key factors relating to, the nature of the issuers operations and its principal activities
|
Exhibit I | 1-18 (Item 1 and 2. Business and Properties) and |
|||
38-39 (Executive Overview) |
||||||
Exhibit II | 27-29 (Executive Overview) |
|||||
6.1.2.
|
An indication of any significant new products and/or services that have been introduced
|
Not Applicable | Not Applicable | |||
6.2.
|
Principal markets | Exhibit I | 15 (Markets and Competition) |
|||
38-39 (Executive Overview) |
||||||
and | ||||||
F-40 F-42 (Note 16. Information About Oil and Natural Gas Producing Activities and Operating Segments) |
- III -
Item# | Item contents | Chapter/Exhibit | Page/Section | |||
6.3.
|
Where the information given pursuant to items 6.1. and 6.2. has been influenced by exceptional factors, mention that fact
|
Exhibit II | 22-23 (Note 16: Agreement with Hess) and |
|||
27-29 (Executive Overview) |
||||||
6.4.
|
The extent to which the issuer is dependent, on patents or licenses, industrial, commercial or financial contracts or new manufacturing processes
|
Exhibit I | 4 (Title to Oil and Natural Gas Properties) |
|||
7-10 (Permits, Concessions and Pending Applications) |
||||||
15 (Markets and Competition) |
||||||
16 (Permits and Concessions) |
||||||
20 (Risk factor beginning We may not be able to maintain or renew ...) |
||||||
22 (Risk factor beginning Since we do not hold title ...) |
||||||
22 (Risk factor beginning The loss of the current single purchaser ...) |
||||||
26 (Risk factor beginning Competition in the oil...) and |
||||||
27 (Risk factor beginning We are subject to complex laws ...) |
||||||
Exhibit II | 6-7 (Note 1. Basis of presentation) |
|||||
7 (Note 2. Concentration of Credit Risk and Accounts Receivable) and |
||||||
22-23 (Note 16. Agreement with Hess) |
||||||
6.5.
|
Issuers competitive position | Exhibit I | 15 (Markets and Competition) and |
|||
26 (Risk factor beginning Competition in the oil ...) |
||||||
7.
|
ORGANIZATIONAL STRUCTURE | |||||
7.1.
|
Description of the group | Chapter C | 34 (V. Organizational Structure) |
|||
Exhibit I | Exhibit 21.1 | |||||
7.2.
|
A list of the issuers significant subsidiaries | Exhibit I | Exhibit 21.1 | |||
8.
|
PROPERTY, PLANTS AND EQUIPMENT | |||||
8.1.
|
Information regarding any existing or planned material tangible fixed assets
|
Exhibit I | 1- 14 (Item 1 and 2. Business and Properties) and |
|||
F-20 F-21 (Note 5. Oil and Gas Properties) |
- IV -
Item# | Item contents | Chapter/Exhibit | Page/Section | |||
8.2.
|
Environmental issues that may affect the issuers utilization of the tangible fixed assets
|
Exhibit I | 16 (Environmental) and |
|||
27 (Risk factor beginning Our business exposes us ...) |
||||||
9.
|
OPERATING AND FINANCIAL REVIEW | |||||
9.1.
|
Financial condition | Exhibit I | 38-67 (Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations) |
|||
Exhibit II | 26-47 (Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations) |
|||||
9.2.
|
Operating Results | |||||
9.2.1.
|
Significant factors materially affecting the issuers income from operations | Exhibit I | 38-67 (Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations) |
|||
Exhibit II | 26-47 (Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations) |
|||||
9.2.2.
|
Material changes in net sales or revenues | Exhibit I | 50, 56, 59, 64 (Revenues) |
|||
Exhibit II | 42 (Revenues) and |
|||||
22-23 (Note 16. Agreement with Hess) |
||||||
9.2.3.
|
Governmental, economic, fiscal, monetary or political policies or factors that have materially affected, or could materially affect, directly or indirectly, the issuers operations
|
Exhibit I | 15-17 (Government Regulation) |
|||
23 (Risk factor beginning Our operations are in France ...) |
||||||
23 (Risk factor beginning All our revenues are ...) |
||||||
23 (Risk factor beginning Our operations are subject to...) |
||||||
27 (Risk factor beginning We are subject to complex laws ...) and |
||||||
27 (Risk factor beginning Terrorist activities ...) |
- V -
Item# | Item contents | Chapter/Exhibit | Page/Section | |||
10.
|
CAPITAL RESOURCES | |||||
10.1.
|
Issuers capital resources | Exhibit I | 47-49 (Liquidity and Capital Resources) |
|||
F-21 F-25 (Note 7. Long-Term Debt) |
||||||
F-25 F-26 (Note 8. Capital) and |
||||||
F-43 F-44 (Note 17. Subsequent Events) |
||||||
Exhibit II | 29-30 (Liquidity and Capital Resources) |
|||||
10-13 (Note 5. Long-Term Debt) |
||||||
15 (Note 9. Capital) and |
||||||
25 (Note 19. Subsequent Events) |
||||||
10.2.
|
Narrative description of the issuers cash flows | Exhibit I | 47-49 (Liquidity and Capital Resources) |
|||
Exhibit II | 29-30 (Liquidity and Capital Resources) |
|||||
10.3.
|
Information on the borrowing requirements and funding structure of the issuer
|
Exhibit I | 47-49 (Liquidity and Capital Resources) |
|||
F-21 F-25 (Note 7. Long-Term Debt) and |
||||||
F-25 F-26 (Note 8. Capital) |
||||||
Exhibit II | 29-30 (Liquidity and Capital Resources) |
|||||
10-13 (Note 5. Long-Term Debt) and |
||||||
15 (Note 9. Capital) |
||||||
10.4.
|
Information regarding any restrictions on the use of capital resources | Exhibit I | 47-49 (Liquidity and Capital Resources) |
|||
F-21 F-25 (Note 7. Long-Term Debt) |
||||||
Exhibit II | 29-30 (Liquidity and Capital Resources) and |
|||||
10-13 (Note 5. Long-Term Debt) |
- VI -
Item# | Item contents | Chapter/Exhibit | Page/Section | |||
10.5.
|
Information regarding the anticipated sources of funds needed to fulfill commitments referred to in items 5.2.3. and 8.1.
|
Exhibit I | 47-49 (Liquidity and Capital Resources) |
|||
Exhibit II | 10-13 (Liquidity and Capital Resources) and |
|||||
22-23 (Note 16: Agreement with Hess) |
||||||
11.
|
RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES | Not Applicable | Not Applicable |
|||
12.
|
TREND INFORMATION | |||||
12.1.
|
Significant trends that affected production, sales and inventory, and costs and selling prices since the end of the last financial year to the date of the prospectus
|
Exhibit I | 38-67 (Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations) |
|||
Exhibit II | 26-47 (Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations) |
|||||
12.2.
|
Trends, uncertainties or events that are likely to affect the issuer for at least the current financial year
|
Exhibit I | 19-32 (Item 1A. Risk Factors) |
|||
Exhibit II | 26-27 (Safe Harbor Statement) |
|||||
13.
|
PROFIT FORECASTS OR ESTIMATES | Not Applicable | Not Applicable |
|||
14.
|
ADMINISTRATIVE, MANAGEMENT, SUPERVISORY BODIES AND SENIOR MANAGEMENT |
|||||
14.1.
|
Names, business addresses and functions in the issuer of the following persons and an indication of the principal activities performed by them outside the issuer where these are significant with respect to that issuer:
|
Exhibit III | 4-7 (Nominees for Directors) |
|||
a) members of the administrative, management or supervisory bodies; | ||||||
b) partners with unlimited liability, in the case of a limited partnership with a share capital;
|
Not Applicable | Not Applicable |
||||
c) founders, if the issuer has been established for fewer than five years; and
|
Not Applicable | Not Applicable |
||||
d) any senior manager who is relevant to establishing that the issuer has the appropriate expertise and experience for the management of the issuers business.
|
Exhibit III | 29 (Executive Officers) |
||||
The nature of any family relationship between any of those persons | Chapter C | 33 (3.2. Executive Officers as of May 3, 2010) |
- VII -
Item# | Item contents | Chapter/Exhibit | Page/Section | |||
In the case of each member of the administrative, management or supervisory bodies of the issuer and each person mentioned in points (b) and (d) of the first subparagraph, details of that persons relevant management expertise and experience and the following information:
|
Exhibit III | 4-7 (Nominees for Directors) 29 (Executive Officers) |
||||
(a) the nature of all companies and partnerships of which such person has been a member of the administrative, management and supervisory bodies or partner at any time in the previous five years, indicating whether or not the individual is still a member of the administrative, management or supervisory bodies or partner. It is not necessary to list all the subsidiaries of an issuer of
which the person is also a member of the administrative, management or supervisory bodies
or partner;
|
||||||
(b) any convictions in relation to fraudulent offences for at least the previous five years;
|
Chapter C | 33 (3.2. Executive Officers as of May 3, 2010) |
||||
(c) details of any bankruptcies, receiverships or liquidations with which a person described in (a) and (d) of the first subparagraph who was acting in the capacity of any of the positions set out in (a) and (d) of the first subparagraph was associated for at least the previous five years; |
||||||
(d) details of any official public incrimination and/or sanctions of such person by statutory or regulatory authorities (including designated professional bodies) and whether such person has ever been disqualified by a court from acting as a member of the administrative, management or supervisory bodies of an issuer or from acting in the management or conduct of the affairs of any issuer for at least the previous five years. |
||||||
If there is no such information to be disclosed, a statement to that effect is to be made. |
||||||
14.2.
|
Administrative, management, and supervisory bodies and senior management conflicts of interests
|
Exhibit III | 8 (Proposal One: Election of Directors) |
|||
14 (Compensation Committee Interlocks and Insider Participation) |
||||||
21-23 (Narrative Disclosure Regarding Summary Compensation Table and Grants of Plan-Based Awards Table) |
||||||
25 (Potential Payments Upon Termination or Change in Control) and |
||||||
38 (Certain Relationships and Related Transactions) |
- VIII -
Item# | Item contents | Chapter/Exhibit | Page/Section | |||
15.
|
REMUNERATION AND BENEFITS | |||||
15.1.
|
The amount of remuneration paid to the members of the administrative, management, supervisory and senior management bodies or to the general managers of the issuer
|
Exhibit III | 15-28 (Executive Compensation) |
|||
15.2.
|
The total amounts set aside or accrued by the issuer or its subsidiaries to provide pension, retirement or similar benefits to the above persons | Exhibit I | F-30 (Note 10. Benefit Plans) |
|||
Exhibit II | 23 (Note 17. Pension, Post-Retirement, and Post-Employment Obligations) |
|||||
16.
|
Board Practices | |||||
16.1.
|
Date of expiration of the current term of office, it applicable, and the period during which the person has served in that office.
|
Exhibit III | 3-8 (Proposal One: Election of Directors) |
|||
16.2.
|
Information about members of the administrative. management or supervisory bodies service contracts with the issuer of any of its subsidiaries providing for benefits upon termination of employment
|
Exhibit III | 21-23 (Employment Agreements) 23-24 (Separation Agreements) and 25-26 (Potential Payments Upon Termination or Change in Control) |
|||
16.3.
|
Information about the issuers audit committee and remuneration committee, including the names of committee members and a summary of the terms of reference under which the committee operates
|
Exhibit III | 12 (Audit Committee) 12-13 (Report of the Audit Committee) 13-14 (Compensation Committee) 14 (Compensation Committee Interlocks and Insider Participation) and 19 (Compensation Committee Report) |
|||
16.4.
|
Compliance with corporate governance regime(s) | Exhibit I | Exhibits 31.1, 31.2 and 32.1 |
|||
Exhibit II | Exhibits 31.1, 31.2 and 32.1 |
|||||
Exhibit III | 9 (Board of Directors) |
|||||
17.
|
EMPLOYEES | |||||
17.1.
|
Number of employees | Chapter C | 33 (IV. Employees) |
- IX -
Item# | Item contents | Chapter/Exhibit | Page/Section | |||
17.2.
|
Shareholders and stock options with respect to each person referred to in points (a) and (d) of the first subparagraph of item 14.1.
|
Exhibit III | 20-21 (Summary Compensation Table) |
|||
21 (Grants of Plan-Based Awards Table) |
||||||
21-23 (Employment Agreements) |
||||||
25 (Outstanding Equity Awards at Fiscal Year-End) |
||||||
25 (Option Exercises and Stock Vested in 2009) |
||||||
27 (Director Compensation) and |
||||||
29-31 (Security Ownership of Certain Beneficial Owners and Management) |
||||||
17.3.
|
Description of any arrangements for involving the employees in the capital of the issuer
|
Exhibit I | F-30 F-32 (Note 11. Stock Compensation Plans) |
|||
Exhibit II | 23-25 (Note 18. Stock Compensation Plans) |
|||||
Exhibit III | 28 (Stock Ownership Policy) |
|||||
28-29 (Securities Authorized for Issuance Under Equity Compensation Plans) |
||||||
33-37 (Proposal Three: Amendment of the 2005 Long-Term Incentive Plan) |
||||||
A-1-A-21 (Toreador Resources Corporation 2005 Long-Term Incentive Plan) and |
||||||
B-1 (Amendment No.4 to the Toreador Resources Corporation 2005 Long-Term Incentive Plan) |
||||||
18.
|
Major Stockholders | |||||
18.1.
|
Name of any stockholders who are not members of administrative and/or management bodies
|
Chapter C | 34 (VI. Major Shareholders) |
|||
18.2. |
Whether the issuers major stockholders have different voting rights | Chapter C | 26 (Voting Rights) |
|||
18.3.
|
Information on the persons directly or indirectly controlling the issuer | Not Applicable | Not Applicable |
|||
18.4.
|
Agreement known to the issuer that may result in a change in control of the issuer
|
Not Applicable | Not Applicable |
|||
19.
|
RELATED PARTY TRANSACTIONS | Exhibit III | 38 (Certain Relationships and Related Transactions) |
- X -
Item# | Item contents | Chapter/Exhibit | Page/Section | |||
20.
|
FINANCIAL INFORMATION CONCERNING THE ISSUERS ASSETS AND LIABILITIES, FINANCIAL POSITION AND PROFITS AND LOSSES |
|||||
20.1.
|
Historical Financial Information | |||||
Consolidated balance sheets of Toreador Resources Corporation and subsidiaries as of December 31. 2009 and 2008 and the related consolidated statements of income, cash flows, and shareholders equity for the each of the three years in the period ended December 31, 2009
|
Exhibit I | F-1 F-50 | ||||
Consolidated balance sheets of Toreador Resources Corporation and subsidiaries as of December 31, 2008 and 2007 and the related consolidated statements of income, cash flows, and shareholders equity for the each of the three years in the period ended December 31, 2008
|
Exhibit VI | F-1 F-42 | ||||
20.2.
|
Pro forma financial information | Not Applicable | Not Applicable | |||
20.3.
|
Financial statements | |||||
Consolidated balance sheets of Toreador Resources Corporation and subsidiaries as of December 31, 2009 and 2008 and the related consolidated statements of income, cash flows, and shareholders equity for the each of the three years in the period ended December 31, 2009
|
Exhibit I | F-1 F-50 | ||||
Consolidated balance sheets of Toreador Resources Corporation and subsidiaries as of December 31, 2008 and 2007 and the related consolidated statements of income, cash flows, and shareholders equity for the each of the three years in the period ended December 31, 2008
|
Exhibit VI | F-1 F-42 | ||||
20.4.
|
Auditing of historical annual financial information | |||||
20.4.1.
|
Statement that the historical financial information has been audited | Exhibit I | F-4 (Report of Independent Registered Public Accounting Firm) |
|||
Reports of Independent Registered Public Accounting Firm on consolidated balance sheets of Toreador Resources Corporation the related consolidated statements of income, cash flows, and shareholders equity as of December 31, 2009, and for each of the three years in the period ended December 31, 2009
|
Exhibit VI | F-3 (Report of Independent Registered Public Accounting Firm) |
||||
20.4.2.
|
Indication of other information in the prospectus which has been audited by the auditors
|
Exhibit I | F-2 F-3 (Report of Independent Registered Public Accounting Firm) |
|||
Exhibit VI | F-2 (Report of Independent Registered Public Accounting Firm) |
- XI -
Item# | Item contents | Chapter/Exhibit | Page/Section | |||
20.4.3.
|
Unaudited financial data in prospectus | Chapter C | 30-32 (II. Statement of Capitalization and Indebtedness as of September 30, 2010) |
|||
Exhibit I | 36-37 (Item 6. Selected Financial Data) and 66 (Selected Quarterly Financial Data) F-34 F-38 (Note 18 Supplemental Oil And Natural Gas Reserves And Standardized Measure Information (Unaudited)) |
|||||
Exhibit II | 1-25 (Item 1. Financial Statements (Unaudited)) |
|||||
20.5.
|
Age of latest financial information | |||||
20.5.1.
|
The last year of audited financial information | Exhibit I | F-4 (Report of Independent Registered Public Accounting Firm) |
|||
20.6.
|
Interim and other financial information | |||||
20.6.1.
|
Quarterly or half yearly financial information since the date of the last audited financial statements
|
Exhibit II | 1-25 (Item 1. Financial Statements (Unaudited)) |
|||
20.6.2.
|
Interim financial information | Exhibit II | 1-25 (Item 1. Financial Statements (Unaudited)) |
|||
20.7.
|
Dividend policy | Chapter C | 26 (Dividend Rights) |
|||
Exhibit I | 34 (Common Stock) |
|||||
Exhibit IV | 1-2 (Fourth, Section 3) |
|||||
Exhibit V | 17 (Section 10.1. Dividends) |
|||||
Exhibit VI | F-5 (Consolidated Statements of Operations and Comprehensive Income (Loss)) |
|||||
20.7.1.
|
The amount of the dividend per share for each financial year for the period covered by the historical financial information
|
Chapter C | 29-30 (1.12 Market Capitalization) |
|||
Exhibit I | 34 (Common Stock) |
- XII -
Item# | Item contents | Chapter/Exhibit | Page/Section | |||
20.8.
|
Legal and arbitration proceedings | Exhibit I | 32-33 (Item 3. Legal Proceedings) and |
|||
F-32 F-33 (Note 12. Commitments and Contingencies) |
||||||
Exhibit II | 49 (Item 1. Legal Proceedings) and |
|||||
16-17 (Note 11. Commitments and Contingencies) |
||||||
Exhibit VI | F-32 F-33 (Note 12. Commitments and Contingencies) |
|||||
20.9.
|
Significant change in the issuers financial or trading position since the end of the last financial period
|
Not Applicable | Not Applicable |
|||
21.
|
ADDITIONAL INFORMATION | |||||
21.1.
|
Share Capital | |||||
21.1.1.
|
The amount of issued capital | Chapter C | 25 (1.1 Type and the Class of Securities Being Listing, Including the Security Identification Code) |
|||
Exhibit I | 34 (Common Stock) |
|||||
F-5 (Consolidated Balance Sheet) and |
||||||
F-6 F-7 (Consolidated Statements of Changes in Stockholders Equity) |
||||||
Exhibit II | 1 (Condensed Consolidated Balance Sheet) and |
|||||
4 (Condensed Consolidated Statements of Changes in Stockholders Equity) |
||||||
Exhibit IV | Certificate of Amendment |
|||||
21.1.2.
|
Shares not representing capital | Not Applicable | Not Applicable |
|||
21.1.3.
|
Shares in the issuer held by the issuer or subsidiaries | Exhibit I | F-8 F-15 (Note 2. Significant Accounting Policies) |
|||
Exhibit II | 49 (Item 2. Unregistered Sales of Equity Securities and Use of Proceeds) |
- XIII -
Item# | Item contents | Chapter/Exhibit | Page/Section | |||
21.1.4.
|
The amount of any convertible securities, exchangeable securities or securities with warrants, with an indication of the conditions governing and the procedures for conversion, exchange or subscription
|
Exhibit I | 47-49 (Liquidity and Capital Resources) F-21 F-25 (Note 7. Long-Term Debt) and F-43 F-44 (Note 17. Subsequent Events) |
|||
Exhibit II | 11-13 (Note 5. Long-Term Debt) |
|||||
15 (Note 9. Capital) and |
||||||
29-30 (Liquidity and Capital Resources) |
||||||
21.1.5.
|
Information about and terms of any acquisition rights and or obligations over authorized but unissued capital or an undertaking to increase the capital
|
Chapter C | 25 (1.1 Type and the Class of the Securities Being Listed, including the Security Identification Code) |
|||
Exhibit I | 47-49 (Liquidity and Capital Resources) |
|||||
F-21 F-25 (Note 7. Long-Term Debt) |
||||||
F-25 F-26 (Note 8. Capital) |
||||||
F-30 F-32 (Note 11. Stock Compensation Plans) and |
||||||
F-43 F-44 (Note 17. Subsequent Events) |
||||||
Exhibit II | 11-13 (Note 5. Long-Term Debt) |
|||||
15 (Note 9. Capital) |
||||||
23-25 (Note 18. Stock Compensation Plans) and |
||||||
29-30 (Liquidity and Capital Resources) |
||||||
21.1.6.
|
Information about any capital of any member of the group which is under option or agreed conditionally or unconditionally to be put under option
|
Not Applicable | Not Applicable |
- XIV -
Item# | Item contents | Chapter/Exhibit | Page/Section | |||
21.1.7.
|
A history of share capital for the period covered by the historical financial information
|
Exhibit I | F-5 (Consolidated Balance Sheet) and |
|||
F-6 F-7 (Consolidated Statements of Changes in Stockholders Equity) |
||||||
Exhibit II | 1 (Condensed Consolidated Balance Sheet) and |
|||||
4 (Condensed Consolidated Statements of Changes in Stockholders Equity) |
||||||
Exhibit VI | F-4 (Consolidated Balance Sheet) and |
|||||
F-6 (Consolidated Statements of Changes in Stockholders Equity) |
||||||
21.2.
|
Memorandum and Articles of Association | |||||
21.2.1.
|
Issuers objects and purposes | Exhibit IV | 1 (Third) |
|||
21.2.2.
|
A summary of any provisions of the issuers articles of association, statutes, charter or bylaws with respect to the members of the administrative, management and supervisory bodies
|
Chapter C | 26-27 (Board of Directors; Removal; Vacancies) |
|||
Exhibit III | 9-14 (Board of Directors Committees) |
|||||
Exhibit IV | 2-3 (Fifth, Sixth, Seventh, Eighth) |
|||||
Exhibit V | 6-11, 15-17 (Articles Three, Four, Five and Nine) |
|||||
21.2.3.
|
A description of the rights, preferences and restrictions attaching to each class of the existing shares
|
Chapter C | 26-28 (1.5 Rights Attached to the Securities) |
|||
Exhibit IV | 1-2 (Fourth, Section 2 Section 3) |
|||||
21.2.4.
|
What action is necessary to change the rights of holders of the shares
|
Chapter C | 26 (Voting Rights) and |
|||
27 (Amendments to the Certificate of Incorporation and Bylaws) |
||||||
Exhibit IV | 1 (Fourth, Section 2) |
|||||
1 (Fourth, Section 3) and |
||||||
2 (Sixth) |
||||||
Exhibit V | 4 (Section. 2.7. Quorum; Section 2.8. Required Vote; Withdrawal of Quorum) |
|||||
19 (Section 10.14. Amendments) |
||||||
21.2.5.
|
Conditions governing the manner in which annual general meetings and extraordinary general meetings of stockholders are called
|
Chapter C | 26 (Meetings of the Stockholders) |
|||
Exhibit V | 1-6 (Articles I. Meetings of Stockholders) |
- XV -
Item# | Item contents | Chapter/Exhibit | Page/Section | |||
21.2.6.
|
Provisions of the issuers articles of association, statutes, charter or bylaws that would have an effect of delaying, deferring or preventing a change in control of the issuer
|
Chapter C | 26 (Voting Rights) and 28 (1.6. Anti-Takeover Statutes) |
|||
21.2.7.
|
An indication of the articles of association, statutes, charter or bylaw provisions, if any, governing the ownership threshold above which stockholder ownership must be disclosed
|
Not Applicable | Not Applicable |
|||
21.2.8.
|
A description of the conditions imposed by the memorandum and articles of association statutes, charter or bylaw governing changes in the capital, where such conditions are more stringent than is required by law
|
Not Applicable | Not Applicable |
|||
22.
|
MATERIAL CONTRACTS | |||||
Summary of material contracts | Exhibit II | 6-7 (Note 1. Basis of presentation) and |
||||
22-23 (Note 16. Agreement with Hess) |
||||||
23.
|
THIRD PARTY INFORMATION AND STATEMENT BY EXPERTS AND DECLARATIONS OF ANY INTEREST |
|||||
23.1.
|
Where a statement or report attributed to a person as an expert is included in the Registration Document, provide such persons name, business address, qualifications and material interest if any in the issuer
|
Exhibit I | Exhibit 99.2 |
|||
23.2.
|
Where information has been sourced from a third party, provide a confirmation that this information has been accurately reproduced
|
Exhibit I | Exhibit 99.2 |
|||
24.
|
DOCUMENTS ON DISPLAY | Chapter C | 43-44 (X. Documents on Display) |
|||
25.
|
INFORMATION ON HOLDINGS | Chapter C | 34 (V. Organizational Structure) |
|||
Exhibit I | Exhibit 21 (Subsidiaries of the Registrant) |
- XVI -
(SCHEDULE)
Item# | Item contents | Chapter/Exhibit | Page/Section | |||
1.
|
PERSONS RESPONSIBLE | |||||
1.1.
|
All persons responsible for the information given in the prospectus |
Chapter C | 7 (Company Representatives for Prospectus) |
|||
Exhibit I | Exhibits 31.1, 31.2 and 32.1 | |||||
Exhibit II | Exhibits 31.1, 31.2 and 32.1 | |||||
1.2.
|
A declaration by those responsible for the prospectus |
Chapter C | 7 (Company Representatives for Prospectus) |
|||
2.
|
RISK FACTORS | Exhibit I | 19-32 (Item 1A. Risk Factors) and 67 (Item 7A. Quantitative and Qualitative Disclosures About Market Risk) | |||
Exhibit II | 47 (Item 3. Quantitative and Qualitative Disclosures About Market Risk) and 49 (Item 1A. Risk Factors) | |||||
3.
|
KEY INFORMATION | |||||
3.1.
|
Working capital statement | Chapter C | 34 (VII. Working Capital Statement) | |||
3.2.
|
Capitalization and indebtedness | Chapter C | 30-32 (II. Statement of Capitalization and Indebtedness as of September 30, 2010) | |||
3.3.
|
Interest of natural and legal persons involved in the issue/offer | Not Applicable | Not Applicable | |||
3.4.
|
Reasons for the offer and use of proceeds | Chapter C | 29 (1.11 Purpose of the Listing and Liquidity) | |||
4.
|
INFORMATION CONCERNING THE SECURITIES TO BE OFFERED/ADMITTED TO TRADING |
|||||
4.1.
|
Type and the class of the securities being
offered, including the security
identification code
|
Chapter C | 25 (1.1 Type and the Class of the Securities Being Listed, Including the Security Identification Code) |
- XVII -
Item# | Item contents | Chapter/Exhibit | Page/Section | |||
4.2.
|
Legislation under which the securities have been created | Chapter C | 25 (1.2 Legislation Under Which the Securities Have Been Created) | |||
4.3.
|
Form of securities, name and address of the entity in charge of keeping the records | Chapter C | 25-26 (1.3 Form of Securities, Name and Address of the Entity in Charge of Keeping the Records) | |||
4.4.
|
Currency of the securities issue | Chapter C | 26 (1.4 Currency of the Securities Issue) | |||
4.5.
|
Rights attached to the securities | Chapter C | 26-28 (1.5 Rights Attached to the Securities) | |||
4.6.
|
Statement of the resolutions, authorizations
and approvals by virtue of which the
securities have been or will be created
and/or issued
|
Not Applicable | Not Applicable | |||
4.7.
|
Expected issue date of the securities | Not Applicable | Not Applicable | |||
4.8.
|
Description of any restrictions on the free
transferability of the securities.
|
Chapter C | 29 (1.8 Transferability) | |||
4.9.
|
Mandatory takeover bids and/or squeeze-out
and sell-out rules in relation to the
securities.
|
Chapter C | 28 (1.6 Anti-Takeover Statutes) | |||
4.10.
|
An indication of public takeover bids by
third parties in respect of the issuers
equity, which have occurred during the last
financial year and the current financial
year.
|
Not Applicable | Not Applicable | |||
4.11.
|
Information on taxes on the income from the securities withheld at source |
Chapter C | 40-43 (IX. Tax Consequences) | |||
5.
|
TERMS AND CONDITIONS OF THE OFFER | |||||
5.1.
|
Conditions, offer statistics, expected
timetable and action required to apply for
the offer |
|||||
5.1.1.
|
Conditions to which the offer is subject | Not Applicable | Not Applicable | |||
5.1.2.
|
Total amount of the issue/offer
|
Not Applicable | Not Applicable | |||
5.1.3.
|
Time period during which the offer will be
open and description of the application
process
|
Not Applicable | Not Applicable | |||
5.1.4.
|
Circumstances under which the offer may be
revoked or suspended and whether revocation
can occur after dealing has begun
|
Not Applicable | Not Applicable | |||
5.1.5.
|
Possibility to reduce subscriptions and the
manner for refunding excess amount paid by
applicants
|
Not Applicable | Not Applicable | |||
5.1.6.
|
Minimum and/or maximum amount of application | Not Applicable | Not Applicable | |||
5.1.7.
|
Period during which an application may be withdrawn |
Not Applicable | Not Applicable | |||
5.1.8.
|
Method and time limits for paying up the
securities and for delivery of the
securities
|
Not Applicable | Not Applicable | |||
5.1.9.
|
Manner and date in which results of the offer are to be made public | Not Applicable | Not Applicable |
- XVIII -
Item# | Item contents | Chapter/Exhibit | Page/Section | |||
5.1.10.
|
Procedure for the exercise of any right of preemption | Not Applicable | Not Applicable | |||
5.2.
|
Plan of distribution and allotment | |||||
5.2.1.
|
The various categories of potential investors to which the securities are offered | Not Applicable | Not Applicable | |||
5.2.2.
|
Indication of whether major shareholders or
members of the issuers management,
supervisory or administrative bodies
intended to subscribe in the offer, or
whether any person intends to subscribe for
more than five per cent of the offer
|
Not Applicable | Not Applicable | |||
5.2.3.
|
Pre-allotment Disclosure: | |||||
a)
|
The division into tranches of the offer | Not Applicable | Not Applicable | |||
b)
|
The conditions under which the claw-back may be used |
Not Applicable | Not Applicable | |||
c)
|
The allotment method or methods to be used
for the retail and issuers employee tranche
|
Not Applicable | Not Applicable | |||
d)
|
Pre-determined preferential treatment to be
accorded to certain classes of investors or
certain affinity
|
Not Applicable | Not Applicable | |||
e)
|
Whether the treatment of subscriptions
or bids to subscribe in the allotment may be
determined on the basis of which firm they
are made through or by
|
Not Applicable | Not Applicable | |||
f)
|
A target minimum individual allotment if any within the retail tranche |
Not Applicable | Not Applicable | |||
g)
|
The conditions for the closing of the offer
as well as the date on which the offer may
be closed at the earliest
|
Not Applicable | Not Applicable | |||
h)
|
Whether or not multiple subscriptions are
admitted
|
Not Applicable | Not Applicable | |||
5.2.4.
|
Process for notification to applicants of
the amount allotted
|
Not Applicable | Not Applicable | |||
5.2.5.
|
Over-allotment and green shoe:
|
Not Applicable | Not Applicable | |||
a)
|
The existence and size of any over-allotment facility and/or green shoe | Not Applicable | Not Applicable | |||
b)
|
The existence period of the over-allotment facility and/or green shoe | Not Applicable | Not Applicable | |||
c)
|
Any conditions for the use of the
over-allotment facility or exercise of the
green shoe
|
Not Applicable | Not Applicable | |||
5.3.
|
Pricing | |||||
5.3.1.
|
An indication of the price at which the securities will be offered | Not Applicable | Not Applicable | |||
5.3.2.
|
Process for the disclosure of the offer price | Not Applicable | Not Applicable | |||
5.3.3.
|
If the issuers equity holders have
pre-emptive purchase rights and this right
is restricted or withdrawn
|
Not Applicable | Not Applicable |
- XIX -
Item# | Item contents | Chapter/Exhibit | Page/Section | |||
5.3.4.
|
Where there is or could be a material
disparity between the public offer price and
the effective cash cost to members of the
administrative, management or supervisory
bodies or senior management, or affiliated
persons, of securities acquired by them in
transactions during the past year
|
Not Applicable | Not Applicable | |||
5.4.
|
Placing and Underwriting | |||||
5.4.1.
|
Name and address of the co-coordinator(s) of
the global offer
|
Not Applicable | Not Applicable | |||
5.4.2.
|
Name and address of any paying agents and depository agents in each country | Chapter C | 25-26 (1.3 Form of Securities, Name and Address of the Entity In Charge of Keeping the Records) | |||
5.4.3.
|
Name and address of the entities agreeing to underwrite the issue on a firm commitment basis | Not Applicable | Not Applicable | |||
5.4.4.
|
When the underwriting agreement has been or
will be reached
|
Not Applicable | Not Applicable | |||
6.
|
ADMISSION TO TRADING AND DEALING ARRANGEMENTS | |||||
6.1.
|
Whether the securities offered are or will
be the object of an application for
admission to trading
|
Chapter C | 25 (1.1 Type and the Class of the Securities Being Listed, Including the Security Identification Code) | |||
6.2.
|
Regulated markets or equivalent markets on
which securities of the same class of the
securities to be offered or admitted to
trading are already admitted to trading
|
Chapter C | 25 (1.1 Type and the Class of the Securities Being Listed, Including the Security Identification Code) | |||
6.3.
|
Simultaneous private placement | Not Applicable | Not Applicable | |||
6.4.
|
Details of the entities which have a firm
commitment to act as intermediaries in
secondary trading, providing liquidity
|
Not Applicable | Not Applicable | |||
6.5.
|
Stabilization | |||||
6.5.1.
|
The fact that stabilization may be
undertaken, that there is no assurance that
it will be undertaken and that it may be
stopped at any time
|
Not Applicable | Not Applicable | |||
6.5.2.
|
The beginning and the end of the period during which stabilization may occur | Not Applicable | Not Applicable | |||
6.5.3.
|
Identity of the stabilization manager | Not Applicable | Not Applicable | |||
6.5.4.
|
The fact that stabilization transactions may
result in a market price that is higher than
would otherwise prevail
|
Not Applicable | Not Applicable | |||
7.
|
SELLING SECURITIES HOLDERS | |||||
7.1.
|
Name and business address of the person or entity offering to sell the securities | Not Applicable | Not Applicable |
- XX -
Item# | Item contents | Chapter/Exhibit | Page/Section | |||
7.2.
|
The number and class of securities being
offered by each of the selling security
holders
|
Not Applicable | Not Applicable | |||
7.3.
|
Lock-up agreements | Not Applicable | Not Applicable | |||
8.
|
EXPENSE OF THE ISSUE/OFFER | |||||
8.1.
|
The total net proceeds and an estimate of the total expenses of the issue/offer | Not Applicable | Not Applicable | |||
9.
|
DILUTION | |||||
9.1.
|
The amount and percentage of immediate dilution resulting from the offer | Not Applicable | Not Applicable | |||
9.2.
|
In the case of a subscription offer to
existing equity holders, the amount and
percentage of immediate dilution if they do
not subscribe to the new offer
|
Not Applicable | Not Applicable | |||
10.
|
ADDITIONAL INFORMATION | |||||
10.1.
|
If advisors connected with an issue are
mentioned in the Securities Note, a
statement of the capacity in which the
advisors have acted
|
Not Applicable | Not Applicable | |||
10.2.
|
An indication of other information in the
Securities Note which has been audited or
reviewed by statutory auditors
|
Not Applicable | Not Applicable | |||
10.3.
|
Where a statement or report attributed to a
person as an expert is included in the
Securities Note, provide such persons name,
business address, qualifications and
material interest if any in the issuer
|
Exhibit I | Exhibit 99.2 | |||
10.4.
|
Where information has been sourced from a third party | Exhibit I | Exhibit 99.2 |
- XXI -
- i -
FILED BY TOREADOR WITH THE U.S. SECURITIES AND EXCHANGE
COMMISSION ON MARCH 16, 2010
- i -
FILED BY TOREADOR WITH THE SEC ON NOVEMBER 9, 2010
- ii -
THE SEC ON MAY 3, 2010
- iii -
OF AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION OF
TOREADOR
- iv -
- v -
AND DECEMBER 31, 2007
- vi -
MAY 10, 2010 AND MAY 13, 2010, AS AMENDED ON NOVEMBER 3, 2010
- vii -