TIDMAEX
RNS Number : 7104D
Aminex PLC
08 July 2016
NOT FOR FORWARDING, RELEASE, PUBLICATION OR DISTRIBUTION IN PART
OR IN WHOLE DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, SOUTH AFRICA OR SWITZERLAND
OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION
This announcement contains inside information regarding Aminex
plc. This announcement is an advertisement and not a prospectus (or
prospectus equivalent document). Investors should not subscribe for
or purchase any shares referred to in this announcement except
solely on the basis of information in the prospectus (the
"Prospectus") expected to be published by Aminex plc ("Aminex" or
the "Company") on 11 July 2016 in connection with the admission of
ordinary shares in the capital of the Company (the "Shares") to the
Official Lists of the Irish Stock Exchange plc (Irish Stock
Exchange") and the UK Listing Authority and to trading on the
regulated market for listed securities of the Irish Stock Exchange
and on the main market for listed securities of the London Stock
Exchange plc ("London Stock Exchange"), ("Admission"). A copy of
the Prospectus will, following publication, be available on the
Company's website (www.aminex-plc.com). This announcement is not an
offer to sell, or a solicitation of an offer to acquire, securities
in the United States or in any other jurisdiction. Neither this
announcement nor any part of it shall form the basis of or be
relied on in connection with or act as an inducement to enter into
any contract or commitment whatsoever.
8 July 2016
Aminex PLC ("Aminex" or the "Company")
Placing and Open Offer
Placing to raise StgGBP16.9m (US$22m) and proposed Open Offer to
raise up to StgGBP2.6 million (US$3.4m)
Highlights
-- Proposed equity funding to raise up to approximately
StgGBP19.5m (US$25.4m) by the issue of up to approximately 1,499m
New Ordinary Shares at Stg1.3p per New Ordinary Share (the "Issue
Price")
-- Net proceeds of the fundraising to be used principally to
finance the drilling of the Ntorya-2 appraisal well and the
Ntorya-3 exploration well
-- Approximately 983.1m New Ordinary Shares to be issued through
a cornerstone placing to raise gross proceeds of approximately
StgGBP12.8m and approximately 318.9m New Ordinary Shares to be
issued through an institutional placing by Shore Capital
(bookrunner) and Davy to raise gross proceeds of approximately
StgGBP4.1m
-- Intention to conduct a non-underwritten Open Offer to raise
proceeds of up to approximately StgGBP2.6m (US$3.4m) through the
issue of up to approximately 197.6 m New Ordinary Shares
-- The Cornerstone investor, Eclipse Investments LLC,
wholly-owned by members of the Al Zubair family, who in turn own
100% of The Zubair Corporation LLC
Jay Bhattacherjee, Chief Executive Officer of Aminex, commented:
"We are very pleased to announce this agreement with the Zubair
Corporation. Zubair is a long-established international group and
one of Oman's most significant and reputable companies. It has
existing interests throughout Middle East and Africa, including
Tanzania, in a variety of industries. With such a cornerstone
investor together with the anticipated proceeds from the
fundraising and the cash flow from Kiliwani production, Aminex will
be well placed to build on its drilling success in the Ruvuma Basin
of Tanzania and to realise the potential from the exciting Ntorya-2
and Ntorya-3 wells."
Ola Fjeld, COO ARA Petroleum (a division of The Zubair
Corporation LLC) said: "We have known the Aminex management for
some time now and believe that Aminex, with our support, can be
rapidly built into a much larger oil and gas entity, in Tanzania
and elsewhere. We are very pleased and excited to be associated
with Aminex's management and its attractive asset portfolio. We
will work closely with them to move the company forward."
Proposed capital raise
The Board of Aminex is pleased to announce that it has agreed
the terms of a placing of 318,934,907 New Ordinary Shares at the
Issue Price (the "Placing Shares") to raise gross proceeds of
approximately StgGBP4.1 m (c. US$5.4 m) (collectively the
"Placing") and the terms of a subscription by Eclipse Investments
LLC (wholly-owned by members of the Al Zubair family, who in turn
own 100% of The Zubair Corporation LLC) for 983,136,095 New
Ordinary Shares at the Issue Price (the "Cornerstone Placing
Shares") to raise gross proceeds of approximately StgGBP12.8m (c.
US$16.8 m) (collectively the "Cornerstone Placing").
The Board also announces its intention to provide an opportunity
for Aminex shareholders to participate in the fundraising by way of
a 1 for 10 Open Offer of 197,620,548 million New Ordinary Shares at
a price of Stg1.3p each ("Open Offer Shares") to raise up to
approximately an additional StgGBP2.6m (c. US$3.3 m) (the "Open
Offer") before expenses. The Placing is not subject to clawback and
the Cornerstone Placing Shares and the Placing Shares do not carry
an entitlement to participate in the Open Offer. Shareholders will
be able to apply under the Open Offer for New Ordinary Shares in
excess of their entitlements. To the extent that excess
applications are received under the Open Offer, such applications
will be scaled back pro rata such that funds raised from the Open
Offer will not exceed approximately StgGBP2.6 million. Davy and
Shore Capital have reserved the right to place any unsubscribed
Open Offer Shares for the benefit of the Company at the Issue
Price, for a period of up to 7 days following the closing date of
the Open Offer.
Relative to the closing mid market price per Ordinary Share on
the London Stock Exchange on 7 July 2016 (the last business date
prior to this announcement) of Stg1.35p, the Issue Price represents
a discount of approximately 3.7 per cent.
Completion of the Cornerstone Placing and the Placing are
conditional, inter alia, on shareholder approval and on admission
of the Cornerstone Placing Shares and the Placing Shares to the
Official Lists of the Irish Stock Exchange and the UK Listing
Authority and to trading on the main markets for listed securities
of the Irish Stock Exchange and the London Stock Exchange by 5
August 2016. The Open Offer, which is not underwritten, will be
conditional, inter alia, on shareholder approval and upon the
Cornerstone Placing and the Placing having become unconditional in
all respects.
Resolutions to allow the Cornerstone Placing, the Placing and
Open Offer (the "Capital Raise") to proceed will be put before
Aminex shareholders at an extraordinary general meeting to be held
at The Building Centre, 26 Store Street, London WC1E 7BT, United
Kingdom at 11.00 am on Monday 2 August 2016 (the "EGM").
STRATEGY AND DEVELOPMENT
Aminex's intention is to develop as an independent exploration
and production company, creating shareholder value by expanding and
developing its portfolio of assets. With limited financial
resources currently available to it, the Company is seeking to
strengthen its financial position so as to progress development of
its assets in Tanzania. The Company continues to seek partners to
share production and development risk over its licences. The
Company intends to pursue the following strategy in relation to its
key assets and liabilities over the course of the next 18
months:
Tanzania
With two onshore gas discoveries, Kiliwani North-1 in the
Kiliwani North Development Licence and Ntorya-1 in the Ntorya
Appraisal Area, the Directors are seeking to fund further
exploration and appraisal of the Company's onshore prospects and to
take advantage of the implementation of a recently completed
Tanzanian gas infrastructure project to commercialise its
discoveries.
Ruvuma
Aminex and its partners through the processing and
interpretation of seismic data have identified two drillable
prospects in the Ntorya Appraisal Area. The first well, Ntorya-2,
is a step out appraisal well from the Ntorya-1 discovery well, the
locations are 1,500 metres apart. Aminex and its partners expect to
spud the Ntorya-2 well in the second half of 2016 to satisfy
appraisal drilling obligations and then to apply for a 25-year
development licence subject to its success. The Ntorya-2 well and
the second well (Ntorya-3), which is an exploration well, will be
drilled in the main channel of the Ntorya Appraisal Area. Aminex
has contracted a drilling contractor to prepare the well plan and
manage the tendering process for the Ntorya-2 well. The Senergy
(GB) Limited report dated May 2015 indicated a 60% chance of a
commercial development for the Ntorya discovery. Conditional on the
success of Ntorya-2 and Ntorya-3, the Director's will assess the
appropriateness of testing the wells taking into consideration the
Company's ability to prudently finance such capital expenditure at
that time.
Under the terms of the Ruvuma PSA, Aminex and its partners are
required to obtain any geological and geophysical surveys which
they consider necessary and to drill four exploration wells by the
end of the current extension period which is due to end on 8
December 2016 (two wells on the Mtwara Licence and two wells on the
Lindi licence). In addition, Aminex and its partner were required
to drill one appraisal well on the Ntorya Appraisal Area by June
2016. Aminex has therefore applied for a one-year extension to the
Mtwara Licence to enable the appraisal work programme to be
completed. The one year extension has been approved by TPDC and the
Company is awaiting formal approval and signature by the Minister
of Energy & Mines. Furthermore, the Company has completed
discussions with the TPDC with regards to transferring the drilling
obligations in the northern Lindi Licence into the southern Mtwara
Licence, which includes the appraisal area for the Ntorya
discovery. With the support of the TPDC, the transfer of the Lindi
drilling obligations to the Mtwara licence area is also being
processed for approval and signature by the Minister of Energy
& Mines. The
Directors confirm that, other than Ntorya-2 and Ntorya-3, the
Company will not undertake the spudding of any exploration wells
within the 12-month period from the date of this Prospectus unless
alternative additional financing is secured.
Nyuni Area
The Nyuni Area PSA was awarded in late 2011 for an eleven-year
period and replaced the Nyuni/East Songo- Songo PSA after it had
expired, with all obligations met and a commercial discovery
established. Aminex has drilled, as operator, four exploration
wells in the Nyuni Area, including the Kiliwani North gas discovery
which is now the subject of a separate development licence and
currently in production.
A review of the Nyuni Area PSA has refocused efforts on the
highly prospective deep water sector as a result of which the TPDC
agreed to defer a drilling commitment for two exploration wells
into the first extension period which ends in October 2019. Aminex
has submitted a relinquishment plan which should maintain
optionality through the retention of substantially all the deep
water blocks while retaining key blocks on the continental shelf,
including Nyuni and Fanjove Islands. The relinquishment plan is
subject to approval by the TPDC and the Minister of Energy &
Minerals.
The Company focus remains on projects which will deliver
commercial gas in the near term. Aminex plans a 3D seismic
programme of up to 700 km2 over the deep water sector of the
licence, subject to approval by the Minister of Energy &
Minerals for the extension of the licence, into the first extension
period and monitors costs and the availability of an appropriate
seismic vessel in the area to minimise mobilisation and
demobilisation costs. With new interpreted seismic, Aminex would
then seek partners to drill and develop any prospects
identified.
Kiliwani North
The Gas Sales Agreement was entered into in January 2016 with an
effective date of 31 December 2015. Key aspects of the Gas Sales
Agreement include: take or pay provisions (meaning TPDC purchase as
much gas as can be delivered by the Kiliwani North-1 well), payment
protection, transaction and payment currency in US dollars. The
initial price of gas under the Gas Sales Agreement is set at
US$3.00 per mmBTU and is indexed to the US urban CPI.
Senergy (GB) Limited ascribed contingent resources (2C) at
Kiliwani North-1 of gross 28 billion cubic feet. With the Gas Sales
Agreement now signed and Kiliwani North-1 in production, Aminex
expects the resources will be upgraded to reserves in early 2017,
this would be the first booked reserves for the Company in
Tanzania. However, there is no certainty that 2P reserves would be
the same as 2C contingent resources as net entitlement would need
to be assessed as would the newly available production data.
During the first quarter of 2016, the Company and its partners
undertook a series of well integrity tests prior to beginning
production. Final well integrity testing was concluded in March
2016 and the Kiliwani North-1 well was put on production on 4 April
2016. Initial production is being used to test and commission the
new Songo Songo processing plant and this will be followed by a
final production test to determine optimal production rates. Once
this rate has been determined, the Company will aim to produce at
this rate for as long as possible prior to declining the well in a
manner which will maximise the life of the reservoir.
CIRCULAR, GENERAL MEETING AND PROSPECTUS
The EGM will be held on 11.00 am on 2 August 2016 at The
Building Centre, 26 Store Street, London WC1E 7BT, United Kingdom.
The purpose of the EGM is to consider and, if thought fit, to pass
the resolutions necessary to authorise and carry out the Capital
Raise.
A circular containing a notice of extraordinary general meeting
will be sent to Shareholders today. Shareholders should read the
full text of the resolutions contained in the Notice of General
Meeting in the Circular. Copies of the Notice of General Meeting
will be filed with the national storage mechanism and will be
available for inspection at: http://www.morningstar.co.uk/uk/NSM
and the Company Announcements Office, Irish Stock Exchange, 28
Anglesea Street, Dublin 2, Ireland.
The Prospectus is expected to be published on 11 July 2016
containing full details of how Shareholders can participate in the
Open Offer. The Prospectus will be available to Shareholders on the
Company's website (www.aminex-plc.com). The Circular and the
Prospectus should be read together as a whole.
EXPECTED TIMETABLE OF EVENTS
Each of the times and dates is subject to change without further
notice. References to time of day are to London time (unless stated
otherwise).
Event Time and/or Date
--------------------------------------- ------------------------
Record Date for entitlement 5.00 p.m. 8 July 2016
under the Open Offer
Ex-entitlement date for the 8.00 a.m. on 11 July
Open Offer 2016
Publication of the Prospectus 11 July 2016
and dispatch of Application
Forms
Open Offer Entitlements credited 8.00 a.m. on 12 July
to CREST stock accounts of 2016
Qualifying CREST Shareholders
in CREST
Recommended latest time for 4.30 p.m. 25 July 2016
requesting withdrawal of Open
Offer Entitlements from CREST
(i.e. if your Open Offer Entitlements
are in CREST and you wish
to convert them to certificated
form)
Latest time for depositing 3.00 p.m. 26 July 2016
Open Offer Entitlements into
CREST
Latest time and date for splitting 3.00 p.m. 27 July 2016
Application Forms (to satisfy
bona fide market claims only)
Latest time and date for receipt 11.00 a.m. on 29 July
of completed Application Forms 2016
and payment in full or settlement
of relevant CREST instructions
under the Open Offer (as appropriate)
Latest time and date for receipt 11.00 a.m. on 31 July
of Forms of Proxy/CREST proxy 2016
instructions in respect of
EGM
Announcement of the take up 1 August 2016
under the Open Offer
Extraordinary General Meeting 11.00 a.m. on 2 August
2016
Issue of Cornerstone Placing 3 August 2016
Shares and Placing Shares
Admission to trading and commencement 8.00 a.m. on 3 August
of dealings in Cornerstone 2016
Placing Shares and Placing
Shares on the Irish and London
Stock Exchanges
Crediting of Cornerstone Placing 10.00 a.m. on 3 August
Shares and Placing Shares 2016
to CREST accounts
Dispatch of definitive share 5 August 2016
certificates for the Placing
Shares in certificated form
by no later than
Issue of Open Offer Shares 5 August 2016
Admission to trading and commencement 8.00 a.m. on 5 August
of dealings in Open Offer 2016
Shares on the Irish and London
Stock Exchanges
Crediting of Open Offer Shares 8.00 a.m. on 5 August
to CREST accounts 2016
Dispatch of definitive share 19 August 2016
certificates for the Open
Offer Shares in certificated
form by no later than
Notes:
(1) The times and dates set out in the expected timetable of
principal events above and mentioned in this announcement may be
adjusted by the Company, in which event details of the new times
and dates will be notified to the Irish Stock Exchange, the UKLA,
the London Stock Exchange, and, where appropriate, to Qualifying
Shareholders by means of an announcement through a regulatory
information service.
(2) Shareholders should note that any Existing Ordinary Shares
sold prior to the close of business on 8 July 2016, the last day on
which the Existing Ordinary Shares trade with entitlement, will be
sold to the purchaser with the right to receive Open Offer
Entitlements.
(3) References to times in this timetable are to Dublin times
unless otherwise stated.
Application for Admission
Application will be made to the Irish Stock Exchange and to the
UK Listing Authority for the New Ordinary Shares to be issued under
the Capital Raise to be admitted to listing on the Official Lists
and application will be made to the Irish Stock Exchange and the
London Stock Exchange for admission of the New Ordinary Shares to
trading on their respective main markets for listed securities.
Subject to the conditions being satisfied, it is expected that
admission will become effective and that dealings will commence in
respect of the Cornerstone Placing Shares and Placing Shares on 3
August 2016 and the Open Offer Shares on 5 August 2016.
This announcement contains inside information as defined in
Article 7 of the Market Abuse Regulation No. 596/2014 and is
disclosed in accordance with the Company's obligations under
Article 17 of those Regulations.
In this Announcement, US dollar amounts referred to throughout
this document have been translated from sterling to US dollars at a
rate of StgGBP1 : US$1.2988 and euro amounts referred to throughout
this document have been translated from sterling to euro at a rate
of EUR1 : StgGBP0.8542.
Max Williams, Chief Financial Officer, (responsible for
arranging the release of this announcement)
Defined terms used in this announcement have, save where
otherwise stated, the same meaning as will be set out in the
Prospectus.
For further information:
Aminex
Jay Bhattacherjee, Chief Tel: +44 (0) 20 7291
Executive Officer 3100
Davy
Brian Garrahy / Matthew Tel: +353 (0) 1 679 6363
DeVere White
Shore Capital
Jerry Keen / Stephane Tel: + 44 (0) 20 7408
Auton 4090
Camarco
Billy Clegg / Gordon Poole Tel: +44 (0) 20 3757
4980
- END -
This announcement has been issued by and is the sole
responsibility of the Company.
J&E Davy ("Davy") (each of which is regulated in Ireland by
the Central Bank of Ireland) and Shore Capital Stockbrokers Limited
and Shore Capital and Corporate Limited (together "Shore Capital",
which is regulated in the UK by the Financial Services Authority)
are acting exclusively for Aminex in connection with the matters
described herein and for no one else and will not be responsible to
any other person for providing the protection afforded to customers
of Davy or Shore Capital respectively nor for providing advice in
connection with this announcement. None of Davy, Shore Capital or
any of their respective affiliates, their respective directors,
officers, employees, agents, advisors have authorised the contents
of, or any part of, this document.
No undertaking, representation, warranty or any other assurance,
express or implied, is made or given by or on behalf of Davy or
Shore Capital or any of their respective affiliates, their
respective directors, officers, employees, agents, advisors or any
other person, as to the accuracy, completeness, correctness or
fairness of the information or opinions contained in this
announcement or for any other statement made or purported to be
made by any of them, or on behalf of them, in connection with the
Company, the Cornerstone Placing, the Placing, the Open Offer or
Admission and no such person shall have any responsibility or
liability for any such information or opinions or for any errors or
omissions. Accordingly, to the extent permitted by law, no
liability whatsoever (including whether arising in tort, contract
or otherwise) is accepted by Shore Capital or Davy or any of such
persons' directors, officers, employees, agents, advisors or
affiliates or any other person for any loss howsoever arising,
directly or indirectly, from any use of this document or such
information or opinions contained herein or otherwise arising in
connection herewith.
Participation in the proposed Open Offer will not be available
to shareholders resident in the United States, Australia, Canada,
Switzerland, New Zealand, South Africa or Japan or any other
jurisdiction where it would be unlawful to do so.
This announcement does not constitute, or form part of, an offer
of, or the solicitation of any offer to subscribe for or buy, any
of the New Ordinary Shares to be issued or sold in connection with
the Cornerstone Placing and/or Placing and/or Open Offer.
This announcement does not constitute a prospectus or prospectus
equivalent document. Nothing in this announcement should be
interpreted as a term or condition of the Cornerstone Placing, the
Placing or the Open Offer. A Prospectus relating to the Open Offer
will be prepared and made available in accordance with EU Directive
2003/71/EC and/or Part VI of the Financial Services and Markets Act
2000. Any decision to invest in Aminex under the Open Offer must be
made only on the basis of the information contained in and
incorporated by reference into such Prospectus.
This announcement contains certain "forward--looking statements"
regarding the belief or current expectations of the Group, the
Directors and other members of its senior management about the
Company's financial condition, results of operations and business
and the transactions described in this announcement. Generally, but
not always, words such as "may", "could", "should", "will",
"expect", "intend", "estimate", "anticipate", "assume", "believe",
"plan", "seek", "continue", "target". "goal", "would" or their
negative variations or similar expressions identify
forward--looking statements.
Such forward--looking statements are not guarantees of future
performance. Rather, they are based on current views and
assumptions, speak only as at the date they are made and involve
known and unknown risks, uncertainties and other factors, many of
which are outside the control of the Company and are difficult to
predict, that may cause the actual results, performance,
achievements or developments of the Company or the industries in
which it operates to differ materially from any future results,
performance, achievements or developments expressed or implied from
the forward--looking statements. No statement in this announcement
is intended to be a profit forecast and no statement in this
announcement should be interpreted to mean that the Company will
generate a particular rate of return. Each of Davy and Shore and
their respective affiliates expressly disclaims any obligation or
undertaking to update, review or revise any forward-looking
statement contained in this announcement whether as a result of new
information, future developments or otherwise.
The offer of securities in certain jurisdictions may be
restricted by law and therefore potential investors should inform
themselves about and observe any such restrictions. This
announcement is not for publication or distribution, directly or
indirectly, in or into the United States, Australia, Canada, Japan,
New Zealand, South Africa, Switzerland or any other jurisdiction in
which such publication or distribution would be a violation of the
relevant laws of such jurisdiction. This announcement is for
information only and does not constitute an offer or invitation to
acquire or dispose of securities in the United States, Australia,
Canada, Japan, New Zealand, South Africa or Switzerland or any
other jurisdiction in which such offer or invitation would be a
violation of the relevant laws of such jurisdiction. In particular,
this announcement does not constitute or form part of any offer or
solicitation to purchase or subscribe for securities in the United
States. The securities referred to herein (the "Securities") have
not been and will not be registered under the US Securities Act of
1933, as amended ('the Securities Act'), or with any securities
regulatory authority of any state or other jurisdiction of the
United States, and may not be offered or sold in the United States,
except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and
in compliance with any relevant state securities laws. There will
be no public offer of Securities in the United States.
The New Ordinary Shares are only suitable for investors who
understand the potential risks of capital loss and that there may
be limited liquidity in the New Ordinary Shares and Existing
Ordinary Shares and who fully understand and are willing to assume
the risks involved. Persons considering making such an investment
should consult an authorised person specialising in advising on
such investments. This announcement does not constitute a
recommendation concerning the Open Offer. The value of Ordinary
Shares can decrease as well as increase. When considering what
further action you should take you are recommended to immediately
consult, if you are resident in Ireland, an organisation or firm
authorised or exempted pursuant to the European Communities
(Markets in Financial Instruments) Regulations 2007 (Nos. 1 to 3)
or the Investment Intermediaries Act 1995 (as amended) and, if you
are resident in the United Kingdom, a person authorised under the
Financial Services and Markets Act 2000, as amended, of the United
Kingdom, or another appropriately authorised professional adviser
if you are in a territory outside Ireland or the United Kingdom.
Potential investors should consult a professional adviser as to the
suitability of ordinary shares for the person concerned. Past
performance is no guide to future performance.
The distribution of this announcement may be restricted by law
and the persons into whose possession any document or other
information referred to herein comes should inform themselves about
and observe any such restriction. No action has been taken that
would permit the possession or distribution of this announcement in
any jurisdiction where action for that purpose is required.
Certain figures contained in this document, including financial
information, have been subject to rounding adjustments.
Accordingly, in certain instances, the sum or percentage change of
the numbers contained in this document may not conform exactly with
the total figure given.
The contents of this announcement are not to be construed as
legal, financial or tax advice. Each prospective investor should
consult his own legal adviser, financial adviser or tax adviser for
legal, financial or tax advice, respectively.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEAKFDPBBKDKOK
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July 08, 2016 08:52 ET (12:52 GMT)
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