TIDMNOP
RNS Number : 6243Q
Northern Petroleum PLC
01 December 2016
Northern Petroleum Plc
("Northern Petroleum" or "the Company")
Subscription, Open Offer
and Notice of General Meeting
Northern Petroleum, the AIM quoted oil company focusing on
production led growth, announces that a circular was posted to
shareholders yesterday containing the details of the Subscription
and Open Offer and the Notice convening a General Meeting ("the
Circular"), as announced by the Company on 30 November 2016.
Capitalised terms in this announcement have the meanings given
to them in the Circular, a copy of which has been posted to
Qualifying Shareholders and is available from the Company's website
at www.northernpetroleum.com.
Subscription
Pursuant to the Subscription Agreements, H2P, Cavendish Asset
Management, City Financial and one further institution (the
"Investors") have conditionally agreed to subscribe for
Subscription Shares raising proceeds of up to GBP5.1 million in
aggregate at a price of 3.5 pence per Subscription Share. The
Investors have agreed to subscribe for a total of 124,047,017 First
Tranche Subscription Shares and H2P and Cavendish Asset Management
will then subscribe, once the results of the Open Offer are known,
under the Second Tranche Subscription, for up to 20,600,000 Second
Tranche Subscription Shares to maintain a shareholding of 29.99 per
cent. and 19.0 per cent. respectively. The Subscription is
conditional, inter alia, on the passing of the Resolutions and the
Subscription Agreements becoming unconditional in all respects.
The Issue Price for the Subscription Shares represents a premium
of approximately 12.0 per cent. to the middle market closing price
per ordinary share of 3.125 pence on 29 November 2016.
The net proceeds of the Subscription and Open Offer will be used
primarily to fund the Company's share of the forthcoming winter
work programme in Canada and further production redevelopment in
Canada in 2017 as well as the acquisition of 3D seismic in the
southern Adriatic and the general working capital requirements of
the Company.
Open Offer
The Open Offer is for up to 21,500,000 Open Offer Shares at the
Issue Price (being the same as the Issue Price for the
Subscription) to raise up to GBP0.8 million before expenses. Only
Qualifying Shareholders on the Company's register as at the Record
Date may participate in the Open Offer.
Subject to the fulfilment of the terms and conditions referred
to in the Circular and, where relevant, set out in the Application
Form, Qualifying Shareholders are being given the opportunity to
apply for Open Offer Shares at a price of 3.5 pence per Open Offer
Share, free of expenses, payable in full, in cash on application,
on the basis of:
1 Open Offer Share for every 7 Existing Ordinary Shares
registered in the name of each Qualifying Shareholder at the
Record Date and so on in proportion for any other number of
Ordinary Shares then held.
Qualifying Shareholders may apply for more or fewer Open Offer
Shares than they are entitled to under the Open Offer and
applications in excess of the Open Offer entitlements will be dealt
with under the Excess Application Facility. If applications under
the Excess Application Facility are received for more than the
total number of Open Offer Shares available following take-up of
Open Offer Entitlements, such applications will be scaled back pro
rata to the number of Excess Shares applied for by Qualifying
Shareholders under the Excess Application Facility.
Certain Qualifying Shareholders, who together own approximately
36.4 per cent. of the Existing Ordinary Shares and have
participated in the Subscription, have undertaken not to subscribe
for any Open Offer Shares in the Open Offer and their Open Offer
Entitlements will be made available to Qualifying Shareholders
under the Excess Application Facility. On the assumption that the
Subscription is approved and the Open Offer is fully subscribed,
Cavendish Asset Management, which currently owns approximately 21.6
per cent. of the Existing Issued Share Capital, will own
approximately 19.0 per cent. of the Enlarged Issued Share Capital,
and City Financial, which currently owns approximately 14.8 per
cent. of the Existing Issued Share Capital, will own approximately
12 per cent. of the Enlarged Issued Share Capital.
To the extent that additional Open Offer Shares are not
subscribed by existing Shareholders, Open Offer entitlements will
lapse.
The Open Offer is conditional, amongst other things, upon
Admission of the Subscription Shares and the Open Offer Shares
becoming effective by not later than 8:00 a.m. on 11 January 2017
(or such later time and/or date as the Company may agree, being not
later than 8:00 a.m. on 31 January 2017). Accordingly, if such
conditions are not satisfied, or, if applicable, waived, the Open
Offer will not proceed and any Open Offer Entitlements admitted to
CREST will thereafter be disabled.
The expected timetable of principal events in relation to the
Subscription and Open Offer, as first announced by the Company on
30 November 2016 is as set out below.
Record Date for entitlement under 5:00 p.m. on 28
the Open Offer November 2016
Announcement of the Disposals, 30 November 2016
the Subscription and the Open Offer
Publication of the Circular, the 30 November 2016
Application Form and the Form of
Proxy
Ex-entitlement date for the Open 1 December 2016
Offer
Open Offer Entitlements credited 1 December 2016
to stock accounts of Qualifying
CREST Holders into CREST
Latest time and date for receipt 10:30 a.m. on 14
of Forms of Proxy and CREST Proxy December 2016
Instructions
General Meeting 10:30 a.m. on 16
December 2016
First Admission 8:00 a.m. on 19
December 2016
Recommended latest time for requesting 4:30 p.m. on 3
withdrawal of Open Offer Entitlements January 2017
and Excess CREST Open Offer Entitlements
from CREST
Recommended latest time for depositing 3:00 p.m. on 4
Open Offer Entitlements and Excess January 2017
CREST Open Offer Entitlements into
CREST
Recommended latest time and date 3:00 p.m. on 5
for splitting of Application Forms January 2017
Latest time and date for receipt 11:00 a.m. on 9
of applications by Qualifying Ordinary January 2017
Shareholders and Qualifying CREST
Holders under the Open Offer
Announcement of the Results of 10 January 2017
the Open Offer
Second Admission 8:00 a.m. on 11
January 2017
Expected date for crediting of 11 January 2017
the Open Offer Shares issued to
CREST stock accounts in uncertificated
form
Expected date for dispatch of definitive by 18 January 2017
share certificates (where applicable)
The dates and timing of the events in the above timetable may be
subject to change at the absolute discretion of the Company. If any
of the above times or dates should change, the details of the
revised times and / or dates will be notified to AIM and, where
appropriate, to shareholders.
General Meeting
The General Meeting will be held at the offices of FieldFisher
LLP, Riverbank House, 2 Swan Lane, London EC4R 3TT at 10:30 a.m. on
16 December 2016 for the purpose of considering and, if thought
fit, passing the resolutions, with resolution 1 being proposed as
an ordinary resolution and resolution 2 being proposed as a special
resolution of the shareholders of the Company. The resolutions to
be proposed at the General Meeting are the following:
Resolution 1 - Authority to allot New Ordinary Shares
Resolution 1 will also be proposed as an ordinary resolution of
the Company. The Directors will be seeking authority in accordance
with section 551 of the Companies Act to allot:
(a) equity securities up to a maximum aggregate nominal amount
of GBP1,661,470.17 being 166,147,017 New Ordinary Shares (being the
maximum required for the purposes of issuing the Subscription
Shares and the Open Offer Shares) and representing approximately
111.8 per cent. of the Existing Issued Share Capital of the
Company. This authority will expire on 31 January 2017; and
(b) after allowing for the issue of up to 166,147,017 New
Ordinary Shares to be issued pursuant to the Subscription and the
Open Offer, a further 104,897,456 New Ordinary Shares (representing
one third of the Company's Enlarged Share Capital) (assuming full
take-up of the Open Offer). This authority will expire 15 months
from the date of passing of the resolution or, if earlier, at the
conclusion of the next annual general meeting of the Company,
such authorities to apply in substitution for all other
authorities dealing with the subject matter of this resolution
1.
Resolution 2 - Disapplication of pre-emption rights
The provisions of section 561(1) of the Companies Act to the
extent that they are not disapplied, confer on shareholders rights
of pre-emption in respect of the allotment of equity securities
which are, or are to be paid up, wholly in cash. It is proposed
that the level of the general disapplication of statutory
pre-emption rights previously available to the Directors
(approximately 10 per cent. of the Company's Existing Issued Share
Capital) be maintained following the Subscription and the Open
Offer.
Resolution 2 will therefore be proposed as a special resolution
to disapply statutory pre-emption provisions in connection
with:
(a) the allotment of up to 166,147,017 equity securities
pursuant to the Subscription and the Open Offer;
(b) rights or other pre-emptive issues; and
(c) any other issues of equity securities for cash which do not,
in aggregate, exceed a nominal value of GBP314,692.36, being
31,469,236 New Ordinary Shares,
such authorities to apply in substitution for all other
authorities dealing with the subject matter of this resolution
2.
Recommendation and voting intentions
The Board considers the Subscription and Open Offer to be in the
best interests of the Company and its Shareholders as a whole. If
the Subscription is not approved by shareholders, the Disposals as
described in yesterday's announcement will not take place and
sufficient funding will not be available to the Company to
undertake the production development work on the Rainbow Assets.
Therefore Company will need to look for alternative sources of
finance to support the Company during 2017.
Accordingly, the Board unanimously recommends that Shareholders
vote in favour of the Resolutions. The Directors, Cavendish Asset
Management and City Financial have each undertaken to vote in
favour of all the Resolutions at the General Meeting in relation to
their shareholdings, being 56,665,021 Ordinary Shares, in
aggregate, representing approximately 38.2 per cent. of the
Existing Issued Share Capital as at the date of this
announcement.
For further information please contact:
Northern Petroleum Plc Tel: +44 (0)20 7469 2900
Keith Bush, Chief Executive Officer
Nick Morgan, Finance Director
Stockdale Securities Limited (Nominated Adviser and Joint
Broker) Tel: +44 (0)20 7601 6100
Antonio Bossi
Robert Finlay
David Coaten
Save where the context requires otherwise, terms used in the
Circular shall have the same meanings when used in this
announcement.
This announcement does not constitute an offer or an invitation
to acquire or dispose of any securities in the United States of
America, Canada, Australia, New Zealand, the Republic of South
Africa, Japan or the Russian Federation or in any other
jurisdiction where such offer or solicitation is unlawful (each a
"Restricted Jurisdiction"). This announcement is for information
purposes only and is not intended to and does not constitute or
form part of any offer to sell or subscribe for or any invitation
to purchase or subscribe for any securities in any jurisdiction
pursuant to the Open Offer or otherwise. The Open Offer will be
made solely pursuant to the terms of the Circular, which will
contain the full terms and conditions of the Open Offer. Any
decision in respect of, or other response to, the Open Offer should
be made only on the basis of the information contained in the
Circular. This announcement is an advertisement and not a
prospectus. No prospectus is required to be or will published in
connection with the Open Offer.
The availability of the Open Offer, and the release, publication
or distribution of this announcement and any offering for sale of
New Ordinary Shares, in jurisdictions other than the United Kingdom
may be restricted by the laws of those jurisdictions. In
particular, the Open Offer will not be made directly or indirectly
in any Restricted Jurisdiction. Therefore persons into whose
possession this announcement comes should inform themselves about
and observe any applicable restrictions. Failure to comply with any
such restrictions may constitute a violation of the securities laws
of any such jurisdiction. Shareholders who are in any doubt
regarding such matters should consult an appropriate independent
adviser in the relevant jurisdiction without delay. To the fullest
extent permitted by applicable law, the Company disclaims any
responsibility or liability for the violation of such restrictions
by any person. The Open Offer is not being, and will not be made,
directly or indirectly, in or into or from, whether by the use of
mails or any means of instrumentality (including, without
limitation telephonically or electronically) of interstate or
foreign commerce of, or any facilities of a national securities
exchange of, any Restricted Jurisdiction and the Open Offer should
not be applied for by any such use, means, instrumentality or
facility from or within any Restricted Jurisdiction. Accordingly,
copies of this announcement and any documentation relating to the
Open Offer are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in, into or from
whether by the use of mails or any means of instrumentality
(including, without limitation telephonically or electronically) of
interstate or foreign commerce of, or any facilities of a national
securities exchange of, any Restricted Jurisdiction. Persons
receiving this announcement (including without limitation
custodians, nominees and trustees) must not forward, mail or
otherwise distribute or send it in, into or from any Restricted
Jurisdiction, as doing so may invalidate any purported application
under the Open Offer. Any person (including, without limitation,
custodians, nominees and trustees) who would, or otherwise intends
to, or who may have a contractual or legal obligation to, forward
this announcement and/or any documentation relating to the Open
Offer and/or any other related document to any jurisdiction outside
the United Kingdom should inform themselves of, and observe, any
applicable legal or regulatory requirements of any relevant
jurisdiction.
In particular, the New Ordinary Shares have not been and will
not be registered under the United States Securities Act 1933, as
amended, or under any of the relevant securities laws of any state
or other jurisdiction of the United States of America and may not
be offered, sold, taken up, exercised, resold, renounced,
transferred or delivered, directly or indirectly, in or into the
United States of America.
Stockdale Securities Limited, which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting
exclusively for the Company and no one else (including the
recipients of this announcement) as nominated adviser and will not
be responsible to anyone other than the Company for providing the
protections afforded to customers of Stockdale Securities Limited
or for advising any other person in relation to the matters
described in this announcement.
This announcement contains certain forward-looking statements
which are subject to a number of risks and uncertainties, many of
which are beyond the Company's control and all of which are based
on the Directors' current beliefs and expectations about future
events. In some cases, these forward looking statements can be
identified by the use of forward-looking terminology, including the
terms "targets", "believes", "estimates, "anticipates", "expects",
"intends", "may", "will" or "should" or, in each case, their
negative or other variations or comparable terminology. They appear
in a number of places throughout this announcement and include
statements regarding the intentions, beliefs or current
expectations of the Company. By their nature, forward-looking
statements involve risks and uncertainties because they relate to
events and depend on circumstances that may or may not occur in the
future. Forward-looking statements are not guarantees of future
performance. Persons receiving this announcement should not place
undue reliance on forward-looking statements. Forward-looking
statements are made only as of the date of this announcement. The
Company expressly disclaims any obligation or undertaking to
release, publicly or otherwise, any updates or revisions to any
forward-looking statement contained in this announcement to reflect
any change in its expectations or any change in events, conditions,
assumptions or circumstances on which any such statement is based
unless so required by applicable law.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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