TIDMVOG
RNS Number : 5258U
Victoria Oil & Gas PLC
25 October 2017
THIS ANNOUNCEMENT, INCLUDING THE APPIX TO THIS ANNOUNCEMENT, AND
THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA,
JAPAN, NEW ZEALAND, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH
SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT, INCLUDING THE APPIX TO THIS ANNOUNCEMENT, IS
FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN
OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT AND THE APPIX DOES NOT CONSTITUTE OR CONTAIN ANY
INVITATION, SOLICITATION, RECOMMATION, OFFER OR ADVICE TO ANY
PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES OF VICTORIA OIL AND GAS PLC IN ANY JURISDICTION IN WHICH
ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
25 October 2017
Victoria Oil & Gas Plc
("VOG" or "the Company")
Proposed Placing and Subscription to raise between US$20 million
to US$26 million
and Open Offer to raise up to US$3.0 million
Victoria Oil & Gas Plc, the integrated natural gas producing
utility in Cameroon, has been made aware of very recent market
speculation regarding the Company undertaking a potential fundraise
and the Board confirms that VOG had been in advanced discussions,
with a number of investors, regarding a possible placing in order
to fund the Company's operational development and working capital.
That fundraising structure has now been converted from a
traditional placing structure to the accelerated book build process
detailed in this announcement.
The Company is seeking to raise between US$20 million to US$26
million by way of the Placing and Subscription through the issue of
new Ordinary Shares at a minimum price of 57 pence. The Company is
also proposing to raise up to US$3.0 million by way of the Open
Offer which will be available to all Qualifying Shareholders on the
Record Date. The Fundraising comprises the Placing and Subscription
and the Open Offer. A circular will be published setting out the
full details, terms and conditions and timetable of the Open
Offer.
Highlights:
-- The Placing and Subscription are being conducted through an
accelerated book build process which will open with immediate
effect following this announcement
-- The Directors intend to participate in the Fundraise by way of the Subscription
-- Proceeds to be used to accelerate the Group's growth plans, as further detailed below
-- The minimum Issue Price represents a discount of
approximately 12 per cent to the closing mid-market price of VOG's
existing ordinary shares of 64.75 pence on 24 October 2017
-- Further details of the Placing are set out in the appendix to this announcement
Having established a natural gas supply business in Douala, VOG
believes that the net proceeds of the fundraising, together with
additional capital intended to be sourced from local banks will
allow the Company to accelerate growth in gas production to meet
the opportunity that exists in the Cameroon power sector.
This will enable the Company to:
-- Target the c1,700MW power deficiency in Douala with gas to power solutions
-- Deliver 100mmscf/d by the end of 2021
-- Drill additional well La-109 at Logbaba Project
-- Increase Logbaba gas processing plant capacity to 70mmscf/d
-- Expedite, subject to Government approvals, development of Matanda and Bomono Projects
-- Extend pipeline reach around port city of Douala to Bomono,
the Eastern Corridor and other specific customers.
Shore Capital Stockbrokers Limited ("Shore Capital") and
FirstEnergy Capital LLP ("GMP FirstEnergy") have been appointed as
joint bookrunners (together the "Joint Bookrunners") in respect of
the Placing. Strand Hanson Limited is acting as nominated adviser
to the Company.
The Placing is conditional upon the passing of Resolutions
relating to the Placing and Subscription which are to be proposed
at a General Meeting of the Company. A circular is expected to be
posted by close of business on 26 October 2017 (the "Circular")
notifying shareholders of a general meeting for the purpose of
considering the relevant resolutions.
This Announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014 ("MAR"). In addition, market
soundings (as defined in MAR) were taken in respect of the Placing
with the result that certain persons became aware of inside
information (as defined in MAR), as permitted by MAR. This inside
information is set out in this Announcement. Therefore, those
persons that received inside information in a market sounding are
no longer in possession of such inside information relating to the
Company and its securities.
Additional information on the Fundraising is included below.
Attention is also drawn to the section headed 'Important Notice'
and to the Appendix to this Announcement containing, inter alia,
the terms and conditions of the Placing (representing important
information for Placees only). The number of Placing Shares to be
issued in connection with the Placing will be determined by GMP
FirstEnergy and Shore Capital at the close of the Bookbuild
process, and the results of the Placing will be announced as soon
as practicable thereafter. The timing of the closing of the book,
pricing and allocations is at the absolute discretion of GMP
FirstEnergy and Shore Capital.
Sam Metcalfe, the Company's Subsurface Manager has reviewed and
approved the technical information contained in this
announcement.
For further information, please visit www.victoriaoilandgas.com
or contact:
Victoria Oil & Gas Plc
Kevin Foo / Laurence Read Tel: +44 (0) 20 7921 8820
Strand Hanson Limited (Nominated Advisor)
Rory Murphy / Angela Hallett / Stuart Faulkner Tel: +44 (0) 20
7409 3494
Shore Capital Stockbrokers Limited (Joint Broker)
Mark Percy / Toby Gibbs (corporate finance) Tel: +44 (0) 207 408
4090
Jerry Keen (corporate broking)
FirstEnergy Capital LLP (Joint Broker)
Jonathan Wright / David van Erp Tel: +44 (0) 207 448 0200
Camarco (Financial PR)
Billy Clegg Tel: +44 (0) 203 757 4983
Nick Hennis Tel: +44 (0) 203 781 8330
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014 ("MAR").
Important Notice
MAR became effective from 3 July 2016. Market soundings, as
defined in MAR, were taken in respect of the Placing with the
result that certain persons became aware of inside information, as
permitted by MAR. That inside information is set out in this
Announcement and has been disclosed as soon as possible in
accordance with paragraph 7 of article 17 of MAR. Therefore, those
persons that received inside information in a market sounding are
no longer in possession of inside information relating to the
Company and its securities.
This Announcement does not constitute a prospectus for the
purposes of the Prospectus Rules of the Financial Conduct
Authority, nor does it comprise an admission document prepared in
accordance with the AIM Rules. Accordingly, this Announcement has
not been approved by or filed with the Financial Conduct
Authority.
This Announcement must not be distributed to a US Person (as
such term is defined in Rule 902 of Regulation S under the US
Securities Act of 1933, as amended (the "Securities Act")) or
within or into the United States, Canada, Japan, South Africa, New
Zealand or Australia. The Ordinary Shares have not nor will be
registered under the Securities Act, and may not be offered or sold
or subscribed, directly or indirectly, within the United States,
Canada, Japan, South Africa, New Zealand or Australia or to or by
any US Person or any national, resident or citizen of Canada,
Japan, the Republic of South Africa, New Zealand or Australia or
any corporation, partnership or other entity created or organised
under the laws thereof.
Strand Hanson Limited ("Strand Hanson"), which is regulated in
the United Kingdom by the Financial Conduct Authority, is acting as
nominated adviser to the Company and is acting for no-one else in
connection with the matters referred to in this Announcement, and
will not be responsible to anyone other than the Company for
providing the protections afforded to customers of Strand Hanson
nor for providing advice to any other person in relation to the
matters referred to in this Announcement. Strand Hanson is not
making any representation or warranty, express or implied, as to
the contents of this Announcement, including the accuracy,
verification or completeness of any information contained in this
Announcement or for any other statement made or purported to be
made by the Company, or on the Company's behalf, or by them or on
their behalf, and nothing in this Announcement shall be relied upon
as a promise or representation in this respect, whether as to the
past or future. The responsibilities of Strand Hanson as the
Company's nominated adviser under the AIM Rules for Companies and
the AIM Rules for Nominated Advisers are owed solely to the London
Stock Exchange and are not owed to the Company or to any Director,
Shareholder or any other person. Strand Hanson has not approved the
contents of, or any part of, this Announcement and no liability
whatsoever is accepted by Strand Hanson for the accuracy of any
information or opinions contained in this Announcement or for the
omission of any information from this Announcement, and accordingly
Strand Hanson
disclaims to the fullest extent permitted by law all and any
liability whatsoever whether arising in tort, contract or otherwise
which it might otherwise have to any person, other than the
Company, in respect of this Announcement or any such statement.
FirstEnergy Capital LLP ("GMP FirstEnergy") and Shore Capital
Stockbrokers Limited ("Shore Capital"), which are authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
are acting as joint brokers exclusively for the Company and no one
else in connection with the matters referred to in this
Announcement, and will not be responsible to anyone other than the
Company for providing the protections afforded to their clients,
for the contents of this Announcement or for providing any advice
in relation to this Announcement. Apart from the responsibilities
and liabilities, if any, which may be imposed by the FCA or the
FSMA or the regulatory regime established thereunder, neither GMP
FirstEnergy nor Shore Capital, or any person affiliated with them,
accepts any responsibility whatsoever and neither makes any
representation or warranty, express or implied, in respect of the
contents of this Announcement including its accuracy or
completeness 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 or any matter described in this Announcement and nothing in
this Announcement is or shall be relied upon as a promise or
representation in this respect, whether as to the past or future.
Neither GMP FirstEnergy nor Shore Capital has approved the contents
of, or any part of, this Announcement and no liability whatsoever
is accepted by GMP FirstEnergy or Shore Capital for the accuracy of
any information or opinions contained in this Announcement or for
the omission of any information from this Announcement and
accordingly, GMP FirstEnergy and Shore Capital disclaim all
liability to the fullest extent permitted by law, all and any
liability whatsoever, whether arising in tort, contract or
otherwise (save as referred to above) which they might otherwise
have to any person, other than the Company, in respect of this
Announcement or any such statement.
Past performance is not a guide to future performance.
Forward Looking Statements
This Announcement contains forward-looking statements. These
statements relate to the Group's future prospects, developments and
business strategies. Forward-looking statements are identified by
their use of terms and phrases such as "potential", "estimate",
"expect", "may", "will" or the negative of those, variations or
comparable expressions, including references to assumptions. The
forward-looking statements in this Announcement are based on
current expectations and are subject to risks and uncertainties
that could cause actual results to differ materially from those
expressed or implied by those statements. These forward-looking
statements speak only as at the date of this Announcement. No
statement in this Announcement is intended to constitute a profit
forecast or profit estimate for any period. Neither the Directors
nor the Group undertake any obligation to update forward-looking
statements or risk factors other than as required by the AIM Rules
or by the rules of any other securities regulatory authority,
whether as a result of new information, future events or
otherwise.
1. Introduction
The Company intends to raise between US$20.0 million to US$26
million by way of a Placing and Subscription, although it reserves
the right to increase or reduce the amount being raised based on
investor demand at its absolute discretion. The Bookbuild will open
with immediate effect following this Announcement. The timing of
the closing of the Bookbuild, the number of New Ordinary Shares,
pricing and allocations are at the discretion of the Company and
the Joint Bookrunners. In addition, the Company is proposing to
raise up to US$3.0 million by way of an Open Offer. The Open Offer
will be available to all Qualifying Shareholders on the Record Date
and will be made by means of the Circular which will shortly be
posted to Shareholders.
An announcement will be made on the closing of the Bookbuild in
due course.
The Placing is conditional, amongst other things, upon:
-- the passing of the Resolutions relating to the Placing and
Subscription at the General Meeting expected to be held on 13
November 2017;
-- the Placing Agreement becoming or being declared
unconditional in all respects and not having been terminated in
accordance with its terms prior to Admission; and
-- Admission becoming effective by no later than 8.00 a.m. on 14
November 2017 or such later time and/or date (being no later than
8.00 a.m. on 30 November 2017) as Shore Capital, GMP First Energy
and the Company may agree.
The New Ordinary Shares will be issued free of all liens,
charges and encumbrances and will, when issued and fully paid, rank
pari passu in all respects with the Existing Ordinary Shares,
including the right to receive all dividends and other
distributions declared, made or paid after the date of their
issue.
Shareholders are reminded that the Placing and Subscription is
conditional, amongst other things, on the passing of the
Resolutions relating to the Placing and Subscription to be proposed
at the General Meeting. Shareholders should be aware that if those
Resolutions are not approved at the General Meeting, the Placing
and Subscription will not proceed. The Placing and Subscription are
not underwritten.
Application will be made to the London Stock Exchange for the
admission of the New Ordinary Shares to trading on AIM. Subject to
Shareholder approval of the Resolutions at the General Meeting, it
is expected that Admission will occur and that dealings in the New
Ordinary Shares will commence at 8.00 a.m. on 14 November 2017, at
which time it is also expected that the New Ordinary Shares will be
enabled for settlement in CREST.
The purpose of the Fundraising is to enable the Company to
accelerate the development of its integrated gas supply operations
in the Republic of Cameroon. Operating through its wholly-owned
subsidiary Gaz du Cameroun S.A. ("GDC") the Company has a 57%
participating interest in the Logbaba Block (the "Logbaba
Project"). The Logbaba Project currently produces and supplies gas
to over 30 private industrial and power generation customers. The
Company supplies its customers with gas through a proprietary 50km
sub-surface pipeline network, and sells by-product condensate to
the local refinery via road tanker. Over US$240 million has been
invested in the Logbaba Project and pipeline network to date. The
net proceeds of the Fundraising are to be deployed alongside
operating cashflow and measured levels of debt, to significantly
increase gas production capability to meet the demands of the
growing Douala energy market.
2. Background to and reasons for the Fundraising
The Company has built a diverse customer base in Douala,
supplying gas for use in thermal applications (such as cement
works, breweries, foundries and food manufacturing) and for the
generation of electricity. In particular, the Company currently
supplies gas to generators installed at the ENEO Cameroun S.A.
("ENEO") owned, Bassa and Logbaba power stations in Douala. The
Company believes there is a circa 3,000MW power demand in Cameroon
with a current supply of only c.1,300MW from existing generation
sources. GDC intends to target the estimated 1,700MW power
deficiency by providing gas to power stations owned by various
independent power producers ("IPP's"). The Government of Cameroon
has issued IPP licences to independent parties aimed at reducing
the electricity deficit, and with its gas resources and pipeline
network, GDC is well placed to support such power demand with the
supply of gas.
Having established a natural gas supply business in Douala, VOG
believes that the net proceeds of the fundraising, together with
additional capital intended to be sourced from local banks will
allow the Company to accelerate growth in gas production to meet
the opportunity that exists in the Cameroon power sector. In
addition to the potential for growth in the power generation
market, industrial growth in and around Douala provides the
opportunity to expand existing thermal markets and develop new gas
markets such as Compressed Natural Gas ("CNG") and industrial power
solutions. The Company's strategy is to deliver 100mmscf/d of gas
to a range of customers by 2021.
The strategy of the Company is to deliver 100mmscf/d by the end
of 2021 and is set out in the table attached:
FIGURE 1
http://www.rns-pdf.londonstockexchange.com/rns/5258U_-2017-10-25.pdf
Gas Markets
The Directors believe that the principal area of gas sales
growth for the Company will be the grid power sector. The Company
already supplies gas to ENEO, which is 51% owned by Actis UK, who
currently generate up to 50MW of electricity using GDC gas, and are
planning to increase gas-fired generation to beyond 100MW. The
Dibamba Power Station, which is majority owned by Globeleq UK, is
planning to install a gas-fired power generation plant by 2020 at
its Dibamba Power Station. Grenor Group, owned by Entro-gruppen AS
(a Norwegian power company), is the holder of an IPP licence to
generate 150MW and is planning to install gas fired power
generation equipment by late 2018. The Company is in discussions
with all three power generation companies above and aims to secure
binding contracts with them in the near future. Gas sales are
expected to grow in accordance with the timeline set out in the
graph attached:
FIGURE 2
http://www.rns-pdf.londonstockexchange.com/rns/5258U_-2017-10-25.pdf
The graphs attached show year by year planned gas production
growth and associated grid power growth for each potential
customer.
FIGURE 3
http://www.rns-pdf.londonstockexchange.com/rns/5258U_-2017-10-25.pdf
Gas pricing, which currently ranges from US$7.50 to US$16 per
mmbtu, is expected to remain constant in the medium term, whilst
the weighted average gas price is expected to decline slightly as
greater volumes of gas are supplied to the lower margin grid power
market segment. The forecast, driven by the strong growth in
volumes, is expected to result in strong revenues growth to 2021
and beyond. With a relatively fixed cost based, the increased
volumes are expected to result in lower production cost per mmbtu,
and strong EBITDA growth. The graph attached shows year by year
revenue range and pricing ranges.
FIGURE 4
http://www.rns-pdf.londonstockexchange.com/rns/5258U_-2017-10-25.pdf
From an operational perspective, capital expenditure required to
support the strategy is set out in the first graph attached. The
second graph attached shows that as production increases, the cost
per mmbtu sharply declines to 2019, and remains around US$3
thereafter until 2022.
FIGURE 5
http://www.rns-pdf.londonstockexchange.com/rns/5258U_-2017-10-25.pdf
Gas Supply
To expand gas reserves and help meet the expected demand for gas
in Douala, GDC commenced a two well drilling programme in 2016.
Well La-107 was completed in September 2017 and, as at the date of
this Announcement, drilling continues on La-108 with flow testing
scheduled for the end of November 2017. Additional gas processing
capacity will also be required and an expansion of the existing
processing facility from 20mmscf/d to 70mmscf/d is planned.
To meet future gas demand, GDC has sought to source additional
gas development areas, as expected demand for gas will exceed the
available gas resources at its 20km(2) Logbaba license block. The
acquisition of majority participating interests in two large gas
blocks neighbouring Logbaba is a very important strategic
achievement for the Company. In 2016, a 75% participating interest
and operatorship of the Matanda Block was conditionally acquired
from Glencore and an 80% participating interest in the Bomono Block
was conditionally acquired from Bowleven in 2017. These
acquisitions are subject to the approval of the Government of
Cameroon.
The total license area for Logbaba, Matanda and Bomono will be
over 3,500km(2) .
To help deliver the Company's strategy of 100 mmscf/d production
level by 2021, a proposed capital spend for 2018 of US$40 million
is planned, a portion of this to be raised via equity through the
Fundraising and the balance with debt (as required) with local
Cameroon banks as the Company announced in its unaudited results
for the six months ended 30 June 2017. The proposed capital
expenditure programme is as follows:
(US$m)
----------------------------------------------------- -------
LOGBABA Drill additional well La-109 20.0
------------------ --------------------------------- -------
Add 44km(2) of previously
relinquished acreage and
seismic acquisition 1.0
---------------------------------------------------- -------
PROCESS PLANT Upgrade to 70 mmscf/d 6.0
------------------ --------------------------------- -------
Extensions to Bomono, Eastern
PIPELINE SYSTEM corridor and specific clients 8.0
------------------ --------------------------------- -------
MATANDA Drill pad civil works 1.0
------------------ --------------------------------- -------
G&G and other studies 0.8
---------------------------------------------------- -------
BOMONO Process plant civil works 1.5
------------------ --------------------------------- -------
Contingency and Financing
OTHER fees 1.7
------------------ --------------------------------- -------
TOTAL 40.0
----------------------------------------------------- -------
3. Current trading and outlook
Logbaba gas is currently sold to a variety of thermal industrial
customers and two ENEO owned grid power stations over a price range
US $7.50 to US$16.00 per mmbtu. Gas condensate, a by-product of the
gas processing plant, is transported to the local refinery by road
tanker.
For the year ended 2016 the gross sales were 3,566mmscf of gas
and 39,845bbbls of gas condensate. The gross gas sales during the
period represented a 24% increase compared to the 12-months to 31
December 2015. The average daily sales rate of gas for the year was
10.23mmscf/d (8.13mmscf/d for the comparable 12 months to 31
December 2015). Since the beginning of 2017 gas supply to customers
has reached the highest average production levels to date with H1
2017 delivering a 14.6 mmscf/d average, with total gas sales of
2,345 mmscf and 17,963 bbls of condensate sold. On 28 September
2017, the Company announced its unaudited results for the six
months ended 30 June 2017 ("Interim Announcement"). The Interim
Announcement highlighted revenue of US$15.4 million with an EBITDA
figure of US$4.4 million. VOG reported cash and cash equivalents of
US$8.6 million and net debt of US$25.2 million at 30 June 2017. At
30 September 2017, VOG had US$4.1 million of cash and cash
equivalents and US$26.7 million net debt.
Reserves
Internal reviews of the Douala basin, including all three
license blocks have resulted in the following reserves and
resources estimates:
1. Logbaba Reserves(1)
VOG is the operator of 20km(2) of the Logbaba Project and holds
a 57% participating interest, RSM Production Corp Inc. and SNH hold
a 38% and 5% participating interest respectively.
Reserve Category Type Units Gross VOG % Net
--------------------------------------- ------- -------- ------- ------- -----
Proven (1P) Gas Bcf 40 57 23
--------------------------------------- ------- -------- ------- ------- -----
Proven + Probable (2P) Gas Bcf 203 57 116
--------------------------------------- ------- -------- ------- ------- -----
Proven + Probable (2P) + Possible (3P) Gas Bcf 286 57 194
--------------------------------------- ------- -------- ------- ------- -----
2. Matanda Resources(2,3)
In April 2016, VOG signed an agreement to acquire a 75%
participating interest and become operator of the 1,235km(2)
Matanda Block, with AFEX Global holding 25%.
Resources Category Type Units Gross VOG % Net
========================== ======= ======== ======= ======= =======
P50 Prospective Resources Gas Bcf 3,747 75 2,810
========================== ======= ======== ======= ======= =======
3. Bomono Resources (3)
In March 2017, VOG signed an agreement to acquire an 80%
participating interest and become operator of the 2,327km(2) Bomono
Block, with Bowleven holding 20%.
Resources Category Type Units Gross VOG % Net
================================ ======= ======== ======= ======= =====
Tertiary GIIP (mean unrisked) Gas Bcf 146 80 117
================================ ======= ======== ======= ======= =====
Cretaceous GIIP (mean unrisked) Gas Bcf 263 80 210
================================ ======= ======== ======= ======= =====
Notes:
1. Blackwatch Petroleum Services Ltd using the SPE/WPC/AAPG/SPEE
Petroleum Resources Management System as the basis for its
classification and categorisation of hydrocarbon volumes, December
2016. Blackwatch Petroleum Services Ltd provide consulting services
to the Group and are therefore not considered to be
independent.
2. From the Volumetric Assessment for North Matanda, Cameroon, November 2015, by ERCL.
3. Both Matanda and Bomono Projects are subject to certain
Government approvals before the transfer of the licenses are
effected and the projects can proceed. The Government also has
certain back-in rights at development.
The image attached sets out the licence blocks within the Douala
Basin:
FIGURE 6
http://www.rns-pdf.londonstockexchange.com/rns/5258U_-2017-10-25.pdf
Logbaba Production Development 2016-17
During 2016 VOG embarked on a major gas supply expansion
programme with two new wells; La-107, 'a twin' of La-104, a
discovery well drilled in the 1950's, and La-108, which is a 'step
out" well. The drilling programme was designed to supplement the
two existing Logbaba production wells: La-105 and La-106 with both
new wells located near the existing Logbaba gas plant. In September
2017, La 107 was successfully flow tested delivering first
production gas from the well. At target depth of 3,180m, the base
of the Logbaba Formation was reached encountering a total of 58m of
net gas bearing sands in the Upper and Lower Logbaba
Formations.
Following the installation of the production completion and
production tree, La-107 was perforated and flow tested to a maximum
rate of 54mmscf/d on a 70/64ths inch choke, with a stabilised
flowing wellhead pressure of 2,951psig. The multi-rate test results
indicate that the well has an Absolute Open-hole Flow (AOF)
potential of 146mmscf/d; this is considerably more than expected
and compares very well to La-105 which had an initial AOF of
89mmscf/d.
After conducting clean up and flow testing operations the well
was connected to the Logbaba gas processing facility and first gas
flowed for sales on 22 September 2017.
Further to the announcement of 26 September 2017, of the
successful flow test of La-107, operations have resumed and are
continuing on La-108.
The rig was skidded back over La-108 on Sept 3rd and, after
successfully re-entering the well, drilling operations resumed on
Sept 10th 2017. A window was milled in the 95/8" casing at 1880m
and the well side-tracked in 8 1/2 " hole. The 8 1/2 " hole section
was drilled to a TD of 2370mMD (1980mTVD) and, after logging, a 7"
liner has been run and cemented with the shoe set at 2368mMD.
At this time, drilling of the 6" hole section has commenced from
the 7" casing shoe at 2370mMD with a prognosed Total Depth (TD) of
2850mMD. This will penetrate the full section of more than 100m of
net gas bearing sands in the Logbaba intervals, which were
penetrated in the original well bore. On current projections,
drilling and completion operations will conclude during November
after running and cementing a 4 1/2 " liner to TD and installing a
4 1/2 " production completion.
Flow testing scheduled to follow immediately after release of
the drilling rig to clean up the well and confirm the achievable
flowrate. Tie in to the process plant and commencement of gas sales
from the well is expected by the end of 2017.
Gas Supply and Demand Curves to 2026
In addition to Logbaba it is anticipated that gas will also be
obtained from Matanda and Bomono. The anticipated production levels
are depicted in the attached image.
FIGURE 7
http://www.rns-pdf.londonstockexchange.com/rns/5258U_-2017-10-25.pdf
The estimated resources, planned production rates and well
counts for the various fields are as follows:
Field / Block Field Reserves / Plateau Rate Field Life Number of Wells Reserves / Well
Resources (BCF) (mmscf/d) (Years) ( to 2040) (bcf/well)
==================== =================== ============== =================== ================= ===================
Logbaba (1P+2P) 203 60 15 12 16.7
==================== =================== ============== =================== ================= ===================
Bomono - Tertiary 34 10 10 6 13.3
==================== =================== ============== =================== ================= ===================
Matanda Tertiary 34 20 12 4 8.5
==================== =================== ============== =================== ================= ===================
Matanda -
Cretaceous 250 90 15 15 16.7
==================== =================== ============== =================== ================= ===================
Logbaba
(possible)* 138 30 20 9 15.3
==================== =================== ============== =================== ================= ===================
Matanda - NM
Offshore 1,391 350 34.8
==================== =================== ============== =================== ================= ===================
Total 2,050 46
==================== =================== ============== =================== ================= ===================
A full sub-surface evaluation and reprocessing of existing
seismic data is being performed to identify the most prospective
regions for drilling within the expanded acreage.
Conclusion
The Company's interim results for the six months ended 30 June
2017 contained the following statement on the Company's current
trading and outlook:
I believe the transformational events for the Company that
framed 2016 and H1 17 were the assignments of majority interests in
the Matanda and Bomono licences. Whilst both assignments are
pending regulatory approval, we believe that these additions
present VOG with the opportunity to build gas reserves in lower
pressure formations than at Logbaba, resulting in more
cost-effective drilling and production programmes. Importantly,
these additions are a significant step forward in terms of
achieving our strategy of capturing 100mmscf/d of the Douala gas
market. These assignments, which cost the Company very little up
front, will, we believe, be seen in the future as "game changers"
that allowed VOG to expand its business and maintain its position
as a leading energy provider in Cameroon. With majority stakes in
three contiguous blocks, Logbaba, Matanda and Bomono, and control
of over 3,500km(2) of prime gas exploration and development
territory, covering most of the onshore Douala Basin, we will be in
a very strong position to achieve our strategy."
4. Details of the Placing
The Company is seeking to raise between US$20 million to US$26
million by way of the Placing and the Subscription through the
issue of new Ordinary Shares at a minimum price of 57 pence. The
Placing Shares will be offered by way of an accelerated
bookbuilding process which will launch immediately following this
Announcement.
The Company is proposing to raise up to US$3.0 million by way of
the Open Offer which will be available to all Qualifying
Shareholders on the Record Date. The Fundraising comprises a
Placing and Subscription and Open Offer. A circular will be
published setting out the full details, terms and conditions and
timetable of the Open Offer.
The minimum Issue Price represents a discount of approximately
12 per cent. to the Closing Price of 64.75 pence per Ordinary Share
on 24 October 2017, the last practicable date prior to this
announcement.
In order to broaden the Company's institutional shareholder base
and to minimise the time and transaction costs of the Placing, the
Placing Shares are being placed by GMP FirstEnergy and Shore
Capital with only a limited number of existing and new
institutional shareholders. The Placing Shares are not being made
available to the public. The Directors consider that the potential
long-term value creation benefit to Shareholders arising from the
application of the Placing proceeds (less those expenses incurred
in connection with the Fundraising) outweighs the dilutive effects
of the Placing.
Placing Agreement
The Company, GMP FirstEnergy and Shore Capital have today
entered into the Placing Agreement, pursuant to which the Company
appointed GMP FirstEnergy and Shore Capital as the Company's agents
to use their reasonable endeavours to procure subscribers for the
Placing Shares at the Issue Price. The Placing is not being
underwritten by GMP FirstEnergy and Shore Capital. The Company has
agreed to pay GMP FirstEnergy and Shore Capital certain commissions
and fees in connection with their appointments.
The Placing is conditional, amongst other things, on:
-- the passing of the Resolutions relating to the Placing and
Subscription to be proposed at the General Meeting; and
-- Admission of the Placing Shares and Subscription Shares
occurring on or before 8:00 a.m. on 14 November 2017 (or such later
time and/or date as the Company, GMP FirstEnergy and Shore Capital
may agree, being not later than 8:00 a.m. on 30 November 2017).
The Placing Agreement will contain certain customary warranties
given by the Company concerning the accuracy of information given
in this Announcement and the announcement made by the Company in
respect of the Fundraising as well as other matters relating to the
Group and its business. The Placing Agreement is terminable by GMP
FirstEnergy and Shore Capital in certain circumstances prior to
Admission, including for force majeure or in the event of a
material adverse change to the business of the Company or the
Group. The Company has also agreed to indemnify GMP FirstEnergy and
Shore Capital against all losses, costs, charges and expenses which
they may suffer or incur as a result of, occasioned by or
attributable to the carrying out of their duties under the Placing
Agreement in respect of the Placing Shares.
The Placing Shares will, when issued, be subject to the
Articles, be credited as fully paid and rank pari passu in all
respects with each other and with the Existing Ordinary Shares,
including the right to receive all dividends and other
distributions declared, made or paid in respect of the Ordinary
Shares after the date of issue of the Placing Shares.
5. Details of the Subscription
The Subscription Shares are being subscribed for directly by the
Subscribers with only a limited number of existing and new
institutional shareholders. The Subscription Shares are not being
made available to the public. The Directors consider that the
potential long-term value creation benefit to Shareholders arising
from the application of the net Subscription proceeds (less those
expenses incurred in connection with the Fundraising) outweighs the
dilutive effects of the Subscription.
The Subscription is conditional, amongst other things, on:
-- the passing of the Resolutions relating to the Placing and
Subscription to be proposed at the General Meeting; and
-- Admission of the Placing Shares and the Subscription Shares
occurring on or before 8:00 a.m. on 14 November 2017 (or such later
time and/or date as the Company and the Subscribers may agree,
being not later than 8:00 a.m. on 30 November 2017).
The Subscription Shares will, when issued, be subject to the
Articles, be credited as fully paid and rank pari passu in all
respects with each other and with the Existing Ordinary Shares,
including the right to receive all dividends and other
distributions declared, made or paid in respect of the Ordinary
Shares after the date of issue of the Subscription Shares.
6. Details of the Open Offer
The Board recognises and is grateful for the continued support
received from Shareholders and has therefore decided to provide an
opportunity for all existing Qualifying Shareholders to participate
in a further issue of new Ordinary Shares to raise up to US$3.0
million at the Issue Price by way of the Open Offer. Details of the
Open Offer, its terms and conditions and the timetable will be set
out in a further announcement in due course and the Circular.
The Open Offer will be made to Qualifying Shareholders only. It
will enable all Qualifying Shareholders to subscribe for Open Offer
Shares at the Issue Price on a pro rata basis to their current
holdings and with the option for increasing their allocation
pursuant to an Excess Application Facility.
The Open Offer has been structured so that it will not be
available to Non-Qualifying Shareholders, being Shareholders
resident or located in any Restricted Jurisdiction. The Open Offer
is conditional on the Placing and Subscription being approved.
Structure
The Directors have considered the best way to structure the Open
Offer, having regard to, inter alia, the importance of pre-emption
rights to all Shareholders, the extent to which there are Overseas
Shareholders, the regulatory requirements applicable to companies
listed on AIM, cost implications and market risks. After
considering these factors, the Directors have concluded that the
most suitable structure for the Open Offer, for both the Company
and its Shareholders as a whole, is that the Open Offer be made
only to Qualifying Shareholders who are not resident or located in
any Restricted Jurisdiction.
The Open Offer will provide an opportunity for all Qualifying
Shareholders to acquire Open Offer Shares pro rata to their current
holdings of Existing Ordinary Shares as at the Record Date with the
option for subscribing for more shares pursuant to the Excess
Application Facility. The Issue Price for the Open Offer is the
same as the Issue Price for the Placing and Subscription. Once
subscriptions by Qualifying Shareholders under their respective
Open Offer Entitlements have been satisfied, the Company shall, in
its absolute discretion, determine whether to meet any excess
applications in full or in part and no assurance can be given that
applications by Qualifying Shareholders under the Excess
Application Facility will be met in full, in part or at all.
Principal terms of the Open Offer
The Open Offer will be conditional on:
-- the passing of the Resolutions 1 and 2 to be proposed at the General Meeting; and
-- Admission of the New Ordinary Shares.
Accordingly, if any of such conditions are not satisfied, the
Open Offer will not proceed. It is a condition of the Open Offer
that the Placing and Subscription also proceed.
The detailed terms and conditions of the Open Offer will be set
out in the Circular and in the Application Form.
7. Admission, settlement and CREST
Application will be made to the London Stock Exchange for
Admission of the New Ordinary Shares to trading on AIM. It is
expected that, subject to the passing of the Resolutions at the
General Meeting, Admission is expected to become effective at 8:00
a.m. on 14 November 2017 (or such later date as the Company, GMP
FirstEnergy, Shore Capital and the Subscribers (to the extent
applicable) may agree, being not later than 8:00 a.m. on 30
November 2017) and that dealings in the New Ordinary Shares will
commence at that time.
The Articles permit the Company to issue shares in
uncertificated form. CREST is a computerised paperless share
transfer and settlement system which allows shares and other
securities to be held in electronic rather than paper form. The
Existing Ordinary Shares are already admitted to CREST and
therefore the New Ordinary Shares will also be eligible for
settlement in CREST. CREST is a voluntary system and subscribers of
the Placing Shares, Subscription Shares and Open Offer Shares who
wish to retain certificates will be able to do so upon request. The
New Ordinary Shares due to uncertificated holders are expected to
be delivered in CREST on 14 November 2017.
8. Working capital
The Company is of the opinion that, taking into account the net
proceeds of the Placing and Subscription and the debt facility
being negotiated with banks in Cameroon, the working capital
available to the Group will be sufficient for the Group's present
requirements, that is, for at least the next 12 months following
the publication of this Announcement.
9. Directors participation in the Subscription
The Directors have indicated their intention to participate in
the Subscription, the results of which will be confirmed on
completion of the Bookbuild, which will be announced shortly.
DEFINITIONS
The following definitions apply throughout this Announcement
unless the context otherwise requires:
Admission the admission of the New
Ordinary Shares to trading
on AIM becoming effective
in accordance with Rule 6
of the AIM Rules
AIM the market of that name operated
by the London Stock Exchange
AIM Rules the AIM Rules for Companies
published by the London Stock
Exchange from time to time
Application Form the application form accompanying
the Circular on which Qualifying
Non-CREST Shareholders may
apply for Open Offer Shares
in respect of the Open Offer
Articles the articles of association
of the Company
Board or Directors the board of directors of
the Company or any duly authorised
committee thereof
Business Day or any day on which banks are
Business Days open in London for normal
banking business and the
London Stock Exchange is
open for trading
CA 2006 the Companies Act 2006, as
amended
Circular the circular to be sent to
Shareholders, setting out
details of the Fundraising,
and containing the Notice
of General Meeting
Closing Price the closing middle market
price of an Existing Ordinary
Share as derived from the
AIM Appendix to the Daily
Official List of the London
Stock Exchange
Company or VOG Victoria Oil & Gas Plc a
company incorporated in England
and Wales with company number
05139892
CREST the relevant system (as defined
in the CREST Regulations)
in respect of which Euroclear
is the Operator (as defined
in the CREST Regulations)
CREST Regulations the Uncertificated Securities
Regulations 2001, as amended
Euroclear Euroclear UK & Ireland Limited,
the operator of CREST
Excess Application the arrangement pursuant
Facility to which Qualifying Shareholders
may apply for Open Offer
Shares in excess of their
Open Offer Entitlement
Existing Ordinary the 110,571,762 Ordinary
Shares Shares in issue at the date
of this Announcement
FCA the Financial Conduct Authority
in the UK or its successor
from time to time
Form of Proxy the form of proxy accompanying
the Circular relating to
the General Meeting
FSMA the Financial Services and
Markets Act 2000, as amended
Fundraising together the Placing, the
Subscription and the Open
Offer
GDC Gaz du Cameroun S.A., being
the wholly-owned subsidiary
of VOG
General Meeting the general meeting of the
Company, notice of which
is set out at the end of
the Circular, and including
any adjournment(s) thereof
GMP FirstEnergy FirstEnergy Capital LLP,
joint broker to the Company
Issue Price a minimum price of 57 pence
per Placing Share, Subscription
Share and Open Offer Share
London Stock Exchange London Stock Exchange plc
MAR the Market Abuse Regulation
(EU/596/2014)
mmscf/d million standard cubic feet
per day
New Ordinary Shares the Placing Shares, Subscription
Shares and Open Offer Shares
Non-Qualifying Shareholders who are resident
Shareholders or located in a Restricted
Jurisdiction
Notice of General the notice of General Meeting,
Meeting set out at the end of the
Circular
Open Offer the conditional invitation
made by the Company to Qualifying
Shareholders to apply to
subscribe for the Open Offer
Shares at the Issue Price
on the terms and subject
to the conditions set out
in the Circular and, where
relevant, in the Application
Form;
Open Offer Entitlement the pro rata basic entitlement
for Qualifying Shareholders
to apply to subscribe for
Open Offer Shares pursuant
to the Open Offer
Open Offer Shares the New Ordinary Shares to
be issued pursuant to the
Open Offer
Ordinary Shares ordinary shares of 0.5 pence
each in the capital of the
Company
Overseas Shareholders all Shareholders resident
outside of the United Kingdom
including those in a Restricted
Jurisdiction
Placees those persons procured by
the Company who subscribe
for Placing Shares pursuant
to the Placing
Placing the conditional placing of
the Placing Shares
Placing Agreement the conditional agreement
to be entered into between
the Company, GMP FirstEnergy
and Shore Capital relating
to the Placing
Placing Shares the New Ordinary Shares to
be issued to Placees pursuant
to the Placing
Prospectus Rules the Prospectus Rules made
in accordance with EU Prospectus
Directive 2003/7l/EC
Qualifying CREST Qualifying Shareholders whose
Shareholders Existing Ordinary Shares
on the register of members
of the Company at the close
of business on the Record
Date are held in uncertificated
form
Qualifying Non-CREST Qualifying Shareholders whose
Shareholders Existing Ordinary Shares
on the register of members
of the Company at the close
of business on the Record
Date are held in certificated
form
Qualifying Shareholders all holders of Existing Ordinary
Shares on the Record Date
(whether or not such shares
are held in uncertificated
or certificated form) that
are not Non-Qualifying Shareholders
Record Date 24 October 2017
Registrars and Computershare Investor Services
Receiving Agent PLC, The Pavilions, Bridgwater
Road, Bristol, BS13 8AE
Regulation S Regulation S under the Securities
Act
Regulatory Information has the meaning given in
Service the AIM Rules
Resolutions the resolutions to be proposed
at the General Meeting which
are set out in full in the
Notice of General Meeting
Restricted Jurisdiction any of the United States,
Australia, Canada, Japan,
New Zealand, the Republic
of South Africa and any other
jurisdiction where the extension
or availability of the Open
Offer would breach any applicable
law or regulations
Securities Act the US Securities Act of
1933, as amended
Shareholders holders of Ordinary Shares
Shore Capital Shore Capital Stockbrokers
Limited, joint broker to
the Company
SNH La Société Nationale
des Hydrocarbures du Cameroun,
the national hydrocarbon
company of Cameroon
Strand Hanson Strand Hanson Limited, nominated
adviser to the Company
Subscribers those persons procured by
the Company who subscribe
for Subscription Shares pursuant
to the Subscription
Subscription the conditional subscription
of the Subscription Shares
Subscription Shares the New Ordinary Shares to
be issued to Subscribers
pursuant to the Subscription
United Kingdom the United Kingdom of Great
or UK Britain and Northern Ireland
United States the United States of America,
or US its territories and possessions,
any state of the United States
and the District of Columbia
and all other areas subject
to its jurisdiction
EUR euro, the lawful currency
of the member states of the
European Union that adopt
the single currency
GBP or Sterling pounds sterling, the basic
currency of the United Kingdom
US$ United States dollar, the
legal currency of the United
States
APPIX - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING.
THIS ANNOUNCEMENT, INCLUDING THIS APPIX AND THE INFORMATION
CONTAINED HEREIN (TOGETHER THE "ANNOUNCEMENT") IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA
OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT HAS NOT BEEN
APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTED THAT IT WILL
BE SO APPROVED.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN
ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS AS DEFINED IN
SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
("FSMA"), AS AMED ("QUALIFIED INVESTORS"), BEING PERSONS FALLING
WITHIN THE MEANING OF ARTICLE 2(1)(e) OF DIRECTIVE 2003/71/EC AS
AMED, INCLUDING BY THE 2010 PROSPECTUS DIRECTIVE AMING DIRECTIVE
(DIRECTIVE 2010/73/EC) AND TO THE EXTENT IMPLEMENTED IN THE
RELEVANT MEMBER STATE (THE "PROSPECTUS DIRECTIVE"); AND (B) IN THE
UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO: (I) HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING
WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE FSMA
(FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE "ORDER"); (II) ARE
PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR
(III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED
(ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN VICTORIA OIL & GAS PLC.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO
THE UNITED STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE UNITED STATES SECURITIES ACT 1933, AS AMED
(THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY
OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, 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 APPLICABLE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES. SUBJECT TO CERTAIN
EXCEPTIONS AND AT THE SOLE DISCRETION OF THE COMPANY, THE PLACING
SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN
"OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE
WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN
ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING
SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR
ELSEWHERE. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY
PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN
RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL
NOT BE ACCEPTED.
EACH PLACEE SHOULD CONSULT WITH ITS ADVISERS AS TO LEGAL, TAX,
BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES.
THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR ANY
INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN
JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS
ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT
COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH
RESTRICTIONS.
No action has been taken by the Company, GMP FirstEnergy or
Shore Capital (together, the "Brokers") or any of their respective
affiliates, agents, directors, officers or employees that would
permit an offer of the Placing Shares or possession or distribution
of this Announcement or any other offering or publicity material
relating to such Placing Shares in any jurisdiction where action
for that purpose is required.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States (including its territories and possessions, any state of the
United States and the District of Columbia), Australia, Canada,
Japan, New Zealand, the Republic of South Africa or any other
jurisdiction in which the same would be unlawful. No public
offering of the Placing Shares is being made in any such
jurisdiction.
All offers of the Placing Shares will be made pursuant to an
exemption under the Prospectus Directive from the requirement to
produce a prospectus. In the United Kingdom, this Announcement is
being directed solely at persons in circumstances in which section
21(1) of the FSMA does not apply.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Fundraising or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States. The relevant clearances have not
been, nor will they be, obtained from the securities commission of
any province or territory of Canada, no prospectus has been lodged
with, or registered by, the Australian Securities and Investments
Commission, the Financial Markets Authority of New Zealand or the
Japanese Ministry of Finance; the relevant clearances have not
been, and will not be, obtained for the South Africa Reserve Bank
or any other applicable body in the Republic of South Africa in
relation to the Placing Shares and the Placing Shares have not
been, nor will they be, registered under or offering in compliance
with the securities laws of any state, province or territory of
Australia, Canada, Japan, New Zealand or the Republic of South
Africa. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or
into Australia, Canada, Japan, New Zealand or the Republic of South
Africa or any other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in this
"Important Information" section of this Announcement.
By participating in the Placing, each person who is invited to
and who chooses to participate in the Placing (a "Placee") will be
deemed to have read and understood this Announcement in its
entirety, to be participating, making an offer and acquiring
Placing Shares on the terms and conditions contained herein and to
be providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in this Appendix.
In particular, each such Placee represents, warrants,
undertakes, agrees and acknowledges (amongst other things)
that:
1 it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
2 in the case of a Relevant Person in a member state of the EEA
which has implemented the Prospectus Directive (each, a "Relevant
Member State") who acquires any Placing Shares pursuant to the
Placing:
2.1 it is a Qualified Investor within the meaning of Article
2(1)(e) of the Prospectus Directive;
2.2 in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive:
2.2.1 the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in any Relevant Member State
other than Qualified Investors or in circumstances in which the
prior consent of the Brokers has been given to the offer or resale;
or
2.2.2 where Placing Shares have been acquired by it on behalf of
persons in any member state of the EEA other than Qualified
Investors, the offer of those Placing Shares to it is not treated
under the Prospectus Directive as having been made to such
persons;
3 it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it exercises sole investment discretion and has the authority to
make and does make the representations, warranties, indemnities,
acknowledgements, undertakings and agreements contained in this
Announcement;
4 it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Appendix; and
5 except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it (and
any account referred to in paragraph 3 above) is outside the United
States acquiring the Placing Shares in offshore transactions as
defined in and in accordance with Regulation S under the Securities
Act.
No prospectus
No prospectus or other offering document has been or will be
submitted to be approved by the Financial Conduct Authority ("FCA")
in relation to the Fundraising or the Placing Shares and Placees'
commitments will be made solely on the basis of the information
contained in this Announcement and any information publicly
announced through a Regulatory Information Service (as defined in
the AIM Rules for Companies) by or on behalf of the Company on or
prior to the date of this Announcement (the "Publicly Available
Information") and subject to any further terms set forth in the
form of confirmation to be sent to individual Placees.
Each Placee, by participating in the Placing, agrees that the
content of this Announcement is exclusively the responsibility of
the Company and confirms that it has neither received nor relied on
any information (other than the Publicly Available Information),
representation, warranty or statement made by or on behalf of the
Company or the Brokers or any other person and none of the Company,
the Brokers or any other person acting on such person's behalf nor
any of their respective affiliates has or shall have any liability
for any Placee's decision to participate in the Placing based on
any other information, representation, warranty or statement. Each
Placee acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the
Company in accepting a participation in the Placing. Nothing in
this paragraph shall exclude the liability of any person for
fraudulent misrepresentation.
Details of the Placing Agreement and the Placing Shares
The Brokers have today entered into a placing agreement (the
"Placing Agreement") with the Company under which, on the terms and
subject to the conditions set out in the Placing Agreement, the
Brokers, as agents for and on behalf of the Company, have agreed to
use their respective reasonable endeavours to procure Placees for
the Placing Shares at the Issue Price.
The Placing Shares will, when issued, be subject to the articles
of association of the Company (the "Articles") and credited as
fully paid and will rank pari passu in all respects with the
Existing Ordinary Shares in the capital of the Company, including
the right to receive all dividends and other distributions
declared, made or paid in respect of such Ordinary Shares after the
date of issue of the Placing Shares.
Application for admission to trading
Application will be made to the London Stock Exchange for
admission of the Placing Shares to trading on AIM.
It is expected that Admission will take place no later than 8.00
a.m. on 14 November 2017 and that dealings in the Placing Shares on
AIM will commence at the same time.
Principal terms of the Placing
1 The Brokers are acting as joint placing agents and brokers to
the Fundraising, as agent for and on behalf of the Company. The
Brokers are authorised and regulated in the United Kingdom by the
FCA and are acting exclusively for the Company and no one else in
connection with the matters referred to in this Announcement and
will not be responsible to anyone other than the Company for
providing the protections afforded to the customers of the Brokers
or for providing advice in relation to the matters described in
this Announcement.
2 Participation in the Placing will only be available to persons
who may lawfully be, and are invited by the Brokers to participate.
The Brokers and any of their respective affiliates are entitled to
participate in the Placing as principal.
3 The price per Placing Share (the "Issue Price") is a minimum
of 57 pence and is payable to the Brokers (as agents of the
Company) by all Placees.
4 Each Placee's allocation is determined by the Brokers in their
discretion following consultation with the Company and has been or
will be confirmed orally by the Brokers, as applicable, and a form
of confirmation will be dispatched as soon as possible thereafter.
That oral confirmation will give rise to an irrevocable, legally
binding commitment by that person (who at that point becomes a
Placee), in favour of the Brokers and the Company, under which it
agrees to acquire the number of Placing Shares allocated to the
Placee at the Issue Price and otherwise on the terms and subject to
the conditions set out in this Appendix and in accordance with the
Articles. Except with the prior written consent of the Brokers,
such commitment will not be capable of variation or revocation at
the time at which it is submitted.
5 Each Placee's allocation and commitment will be evidenced by a
form of confirmation issued to such Placee by the Brokers. The
terms of this Appendix will be deemed incorporated in that form of
confirmation.
6 Each Placee will have an immediate, separate, irrevocable and
binding obligation, owed to the Brokers (as agents for the
Company), to pay to them (or as they may direct) in cleared funds
an amount equal to the product of the Issue Price and the number of
Placing Shares such Placee has agreed to acquire and the Company
has agreed to allot and issue to that Placee.
7 Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be acquired pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and Settlement".
8 All obligations of the Brokers under the Placing will be
subject to fulfilment of the conditions referred to below under
"Conditions of the Placing" and to the Placing not being terminated
on the basis referred to below under "Termination of the
Placing".
9 By participating in the Placing, each Placee will agree that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
10 To the fullest extent permissible by law and applicable FCA
rules, none of (a) the Brokers, (b) any of their affiliates,
agents, directors, officers, consultants, (c) to the extent not
contained within (a) or (b), any person connected with the Brokers
as defined in the FSMA ((b) and (c) being together "affiliates" and
individually an "affiliate" of the Brokers), (d) any person acting
on behalf of the Brokers, shall have any liability (including to
the extent permissible by law, any fiduciary duties) to Placees or
to any other person whether acting on behalf of a Placee or
otherwise. In particular, neither of the Brokers nor any of their
respective affiliates shall have any liability (including, to the
extent permissible by law, any fiduciary duties) in respect of
their conduct of the Fundraising or of such alternative method of
effecting the Fundraising as the Brokers and the Company may
agree.
Registration and Settlement
If Placees are allocated any Placing Shares in the Placing they
will be sent a form of confirmation or electronic confirmation by
the Brokers (or either one of them), as soon as it is able which
will confirm the number of Placing Shares allocated to them, the
Issue Price and the aggregate amount owed by them to the
Brokers.
Each Placee will be deemed to agree that it will do all things
necessary to ensure that delivery and payment is completed as
directed by the Brokers in accordance with either the standing
CREST or certificated settlement instructions which they have in
place with the Brokers.
Settlement of transactions in the Placing Shares (ISIN:
GB00BRWR3752) following Admission will take place within the CREST
system, subject to certain exceptions. Settlement through CREST is
expected to take place on 14 November 2017 unless otherwise
notified by the Brokers and Admission is expected to occur no later
than 8.00 a.m. on 14 November 2017 unless otherwise notified by the
Brokers. Admission and settlement may occur at an earlier date,
which if achievable, will be set out in the Circular. Settlement
will be on a delivery versus payment basis. However, in the event
of any difficulties or delays in the admission of the Placing
Shares to CREST or the use of CREST in relation to the Placing, the
Company, the Brokers may agree that the Placing Shares should be
issued in certificated form. The Brokers reserve the right to
require settlement for the Placing Shares, and to deliver the
Placing Shares to Placees, by such other means as they deem
necessary if delivery or settlement to Placees is not practicable
within the CREST system or would not be consistent with regulatory
requirements in a Placee's jurisdiction.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above, in respect of either CREST or certificated deliveries, at
the rate of 2 percentage points above prevailing LIBOR as
determined by the Brokers.
Each Placee agrees that if it does not comply with these
obligations, the Brokers may sell, charge by way of security (to
any funder of the Brokers) or otherwise deal with any or all of
their Placing Shares on their behalf and retain from the proceeds,
for either the Broker's own accounts and benefit, an amount equal
to the aggregate amount owed by the Placee plus any interest due
and any costs and expenses properly incurred by the Brokers as a
result of the Placee's failure to comply with its obligations. The
relevant Placee will, however, remain liable for any shortfall
below the amount owed by it and for any stamp duty or stamp duty
reserve tax (together with any interest or penalties) which may
arise upon the sale of their Placing Shares on their behalf. Legal
and/or beneficial title in and to any Placing Shares shall not pass
to the relevant Placee until such time as it has fully complied
with its obligations hereunder.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees must ensure that, upon receipt, the
conditional form of confirmation is copied and delivered
immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that
of its nominee or in the name of any person for whom a Placee is
contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to United Kingdom stamp duty or stamp duty
reserve tax. Placees will not be entitled to receive any fee or
commission in connection with the Placing.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
The obligations of the Brokers under the Placing Agreement are,
and the Placing is, conditional upon, inter alia:
(a) each of the warranties contained in the Placing Agreement
being and remaining true, accurate and not misleading until
Admission;
(b) the Company having complied in all material respects with
its obligations and having satisfied the conditions under the
Placing Agreement which fall to be performed or satisfied prior to
Admission;
(c) the Placing Agreement not having been terminated by the
Brokers in accordance with its terms;
(d) the execution of the Subscription Letters;
(e) the Company procuring that a Circular, the Open Offer
Application Form and Form of Proxy are sent to shareholders (or in
the case of the Open Offer Application Form to Qualifying
Shareholders) by no later than 27 October 2017;
(f) the passing of the Resolutions (without any amendment which
has not been previously approved by GMP FirstEnergy and Shore
Capital) at the General Meeting (or any adjournment thereof);
(g) the Open Offer Entitlements being admitted as a
participating security (as defined in the CREST Regulations) to
CREST; the Open Offer Entitlements being credited to the CREST
stock accounts of Qualifying CREST Shareholders in the proportions
set out in the Circular; and the Open Offer Entitlements becoming
enabled for settlement within CREST, in each case by not later than
the Business Day following the date of posting of the Circular;
and
(h) Admission occurring by not later than 8.00 a.m. on 14
November 2017 (or such later date as the Company and the Brokers
may agree in writing, in any event being not later than 30 November
2017),
(all conditions to the obligations of the Brokers included in
the Placing Agreement being together, the "conditions").
If any of the conditions set out in the Placing Agreement are
not fulfilled or, where permitted, waived in accordance with the
Placing Agreement within the stated time periods (or such later
time and/or date as the Company and the Brokers may agree), or the
Placing Agreement is terminated in accordance with its terms, the
Fundraising will lapse and the Placee's rights and obligations
shall cease and terminate at such time and each Placee agrees that
no claim can be made by or on behalf of the Placee (or any person
on whose behalf the Placee is acting) in respect thereof.
By participating in the Placing, each Placee agrees that its
rights and obligations cease and terminate only in the
circumstances described above and under "Termination of the
Fundraising" below and will not be capable of rescission or
termination by it.
Certain conditions may be waived in whole or in part by the
Brokers, in their absolute discretion, by notice in writing to the
Company and the Brokers may also agree in writing with the Company
to extend the time for satisfaction of any condition. Any such
extension or waiver will not affect Placees' commitments as set out
in this Announcement.
The Brokers may terminate the Placing Agreement in certain
circumstances, details of which are set out below.
Neither the Brokers, the Company nor any of their respective
affiliates, agents, directors, officers or employees shall have any
liability to any Placee (or to any other person whether acting on
behalf of a Placee or otherwise) in respect of any decision any of
them may make as to whether or not to waive or to extend the time
and/or date for the satisfaction of any condition to the Placing
nor for any decision any of them may make as to the satisfaction of
any condition or in respect of the Placing generally and by
participating in the Placing each Placee agrees that any such
decision is within the absolute discretion of the Brokers.
Termination of the Fundraising
The Brokers may terminate the Placing Agreement, in accordance
with its terms, at any time prior to Admission if, inter alia:
1 any of the warranties and undertakings in the Placing
Agreement were untrue or inaccurate in any material aspect, or were
misleading when given or deemed given; or
2 the Company fails to comply with its obligations under the
Placing Agreement or the terms of the Fundraising, which the
Brokers consider material in the context of the Fundraising; or
3 any statement contained in the Placing Documents is or has
become untrue, inaccurate or misleading in any respect or a matter
has arisen which would constitute a material omission from the
Placing Document; or
4 there has occurred a force majeure event, or any material
adverse change has occurred in the condition, earnings, business
affairs or business prospects of the Company and its subsidiary
undertakings (taken as whole).
If the Placing Agreement is terminated in accordance with its
terms, the rights and obligations of each Placee in respect of the
Placing as described in this Announcement shall cease and terminate
at such time and no claim can be made by any Placee in respect
thereof.
By participating in the Placing, each Placee agrees with the
Company and the Brokers that the exercise by the Company or the
Brokers of any right of termination or any other right or other
discretion under the Placing Agreement shall be within the absolute
discretion of the Company or the Brokers and that none of the
Company nor the Brokers need make any reference to such Placee and
that none of the Company, the Brokers nor any of their respective
affiliates, agents, directors, officers or employees shall have any
liability to such Placee (or to any other person whether acting on
behalf of a Placee or otherwise) whatsoever in connection with any
such exercise.
By participating in the Placing, each Placee agrees that its
rights and obligations terminate only in the circumstances
described above and under the "Conditions of the Fundraising"
section above and will not be capable of rescission or termination
by it after the issue by the Brokers of a form of confirmation
confirming each Placee's allocation and commitment in the
Placing.
Representations, warranties and further terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) irrevocably represents, warrants,
acknowledges, undertakes and agrees (for itself and for any such
prospective Placee) that in each case as a fundamental term of such
Placee's application for Placing Shares (save where the Brokers
expressly agree in writing to the contrary):
1 it has read and understood this Announcement in its entirety
and that its acquisition of the Placing Shares is subject to and
based upon all the terms, conditions, representations, warranties,
indemnities, acknowledgements, agreements and undertakings and
other information contained herein and that it has not relied on,
and will not rely on, any information given or any representations,
warranties or statements made at any time by any person in
connection with Admission, the Fundraising, the Company, the
Placing Shares or otherwise, other than the information contained
in this Announcement and the Publicly Available Information;
2 it has not received a prospectus or other offering document in
connection with the Fundraising and acknowledges that no prospectus
or other offering document: (a) is required under the Prospectus
Directive; and (b) has been or will be prepared in connection with
the Fundraising;
3 the Ordinary Shares are admitted to trading on AIM, and that
the Company is therefore required to publish certain business and
financial information in accordance with the AIM Rules, which
includes a description of the nature of the Company's business and
the Company's most recent balance sheet and profit and loss account
and that it is able to obtain or access such information without
undue difficulty, and is able to obtain access to such information
or comparable information concerning any other publicly traded
company, without undue difficulty;
4 it has made its own assessment of the Placing Shares and has
relied on its own investigation of the business, financial or other
position of the Company in accepting a participation in the Placing
and none of the Brokers, the Company nor any of their respective
affiliates, agents, directors, officers or employees or any person
acting on behalf of any of them has provided, and will not provide,
it with any material regarding the Placing Shares or the Company or
any other person other than the information in this Announcement,
or the Publicly Available Information; nor has it requested any of
the Brokers, the Company, any of their respective affiliates,
agents, directors, officers or employees or any person acting on
behalf of any of them to provide it with any such information;
5 neither of the Brokers nor any person acting on behalf of them
or any of their respective affiliates, agents, directors, officers
or employees has or shall have any liability for any Publicly
Available Information, or any representation relating to the
Company, provided that nothing in this paragraph excludes the
liability of any person for fraudulent misrepresentation made by
that person;
6 the only information on which it is entitled to rely on and on
which it has relied in committing to subscribe for the Placing
Shares is contained in the Publicly Available Information, such
information being all that it deems necessary to make an investment
decision in respect of the Placing Shares and it has made its own
assessment of the Company, the Placing Shares and the terms of the
Placing based on Publicly Available Information; (b) none of the
Company, the Brokers nor any of their respective affiliates,
agents, directors, officers or employees has made any
representation or warranty to it, express or implied, with respect
to the Company, the Placing or the Placing Shares or the accuracy,
completeness or adequacy of the Publicly Available Information; (c)
it has conducted its own investigation of the Company, the Placing
and the Placing Shares, satisfied itself that the information is
still current and relied on that investigation for the purposes of
its decision to participate in the Placing; and (d) has not relied
on any investigation that the Brokers or any person acting on their
behalf may have conducted with respect to the Company, the Placing
or the Placing Shares;
7 the content of this Announcement and the Publicly Available
Information has been prepared by and is exclusively the
responsibility of the Company and that neither of the Brokers nor
any persons acting on behalf of them are responsible for or has or
shall have any liability for any information, representation,
warranty or statement relating to the Company contained in this
Announcement or the Publicly Available Information nor will they be
liable for any Placee's decision to participate in the Placing
based on any information, representation, warranty or statement
contained in this Announcement, the Publicly Available Information
or otherwise. Nothing in this Appendix shall exclude any liability
of any person for fraudulent misrepresentation;
8 the Placing Shares have not been registered or otherwise
qualified, and will not be registered or otherwise qualified, for
offer and sale nor will a prospectus be cleared or approved in
respect of any of the Placing Shares under the securities laws of
the United States, or any state or other jurisdiction of the United
States, Australia, Canada, Japan, New Zealand or the Republic of
South Africa and, subject to certain exceptions, may not be
offered, sold, taken up, renounced or delivered or transferred,
directly or indirectly, within the United States, Australia,
Canada, Japan, New Zealand, the Republic of South Africa or in any
country or jurisdiction where any such action for that purpose is
required;
9 it and/or each person on whose behalf it is participating:
9.1 is entitled to acquire Placing Shares pursuant to the
Placing under the laws and regulations of all relevant
jurisdictions;
9.2 has fully observed such laws and regulations;
9.3 has capacity and authority and is entitled to enter into and
perform its obligations as an acquirer of Placing Shares and will
honour such obligations; and
9.4 has obtained all necessary consents and authorities
(including, without limitation, in the case of a person acting on
behalf of a Placee, all necessary consents and authorities to agree
to the terms set out or referred to in this Appendix) under those
laws or otherwise and complied with all necessary formalities to
enable it to enter into the transactions contemplated hereby and to
perform its obligations in relation thereto and, in particular, if
it is a pension fund or investment company it is aware of and
acknowledges that it is required to comply with all applicable laws
and regulations with respect to its subscription for Placing
Shares;
10 it is not, and any person who it is acting on behalf of is
not, and at the time the Placing Shares are subscribed will not be,
a resident of, or with an address in, or subject to the laws of,
the United States, Australia, Canada, Japan, New Zealand or the
Republic of South Africa and it acknowledges and agrees that the
Placing Shares have not been and will not be registered or
otherwise qualified under the securities legislation of the United
States, Australia, Canada, Japan, New Zealand or the Republic of
South Africa and may not be offered, sold, or acquired, directly or
indirectly, within those jurisdictions;
11 the Placing Shares have not been, and will not be, registered
under the Securities Act and may not be offered, sold or resold in
or into or from the United States except pursuant to an effective
registration under the Securities Act, or pursuant to an exemption
from, or in a transaction not subject to, the registration
requirements of the Securities Act and in accordance with
applicable state securities laws; and no representation is being
made as to the availability of any exemption under the Securities
Act for the reoffer, resale, pledge or transfer of the Placing
Shares;
12 it and the beneficial owner of the Placing Shares is, and at
the time the Placing Shares are acquired will be, outside the
United States and acquiring the Placing Shares in an "offshore
transaction" as defined in, and in accordance with, Regulation S
under the Securities Act;
13 it (and any account for which it is purchasing) is not
acquiring the Placing Shares with a view to any offer, sale or
distribution thereof within the meaning of the Securities Act;
14 it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Fundraising in or
into or from the United States (including electronic copies
thereof) to any person, and it has not distributed, forwarded,
transferred or otherwise transmitted any such materials to any
person;
15 neither of the Brokers, nor their respective affiliates,
agents, directors, officers or employees nor any person acting on
behalf of any of them is making any recommendations to it, advising
it regarding the suitability of any transactions it may enter into
in connection with the Fundraising and that participation in the
Fundraising is on the basis that it is not and will not be a client
of the Brokers and the Brokers have no duties or responsibilities
to it for providing the protections afforded to its clients or for
providing advice in relation to the Fundraising nor in respect of
any representations, warranties, undertakings or indemnities
contained in the Placing Agreement nor for the exercise or
performance of any of its rights and obligations thereunder
including any rights to waive or vary any conditions or exercise
any termination right;
16 it has the funds available to pay for the Placing Shares for
which it has agreed to subscribe and acknowledges and agrees that
it will make payment to the Brokers for the Placing Shares
allocated to it in accordance with the terms and conditions of this
Announcement on the due times and dates set out in this
Announcement, failing which the relevant Placing Shares may be
placed with others on such terms as the Brokers may, in its
absolute discretion determine without liability to the Placee and
it will remain liable for any shortfall below the net proceeds of
such sale and the placing proceeds of such Placing Shares and may
be required to bear any stamp duty or stamp duty reserve tax
(together with any interest or penalties due pursuant to the terms
set out or referred to in this Announcement) which may arise upon
the sale of such Placee's Placing Shares on its behalf;
17 no action has been or will be taken by any of the Company,
the Brokers or any person acting on their behalf that would, or is
intended to, permit a public offer of the Placing Shares in the
United States or in any country or jurisdiction where any such
action for that purpose is required;
18 the person who it specifies for registration as holder of the
Placing Shares will be: (a) the Placee; or (b) a nominee of the
Placee, as the case may be. None of the Company or the Brokers will
be responsible for any liability to stamp duty or stamp duty
reserve tax resulting from a failure to observe this requirement.
Each Placee and any person acting on behalf of such Placee agrees
to acquire Placing Shares pursuant to the Fundraising and agrees to
pay the Company and the Brokers in respect of the same (including
any interest or penalties) on the basis that the Placing Shares
will be allotted to a CREST stock account of the Brokers (or either
one of them) or transferred to a CREST stock account of the Brokers
(or either one of them) who will hold them as nominee on behalf of
the Placee until settlement in accordance with its standing
settlement instructions with it;
19 it is acting as principal only in respect of the Placing or,
if it is acting for any other person, (a) it is duly authorised to
do so and has full power to make the acknowledgments,
representations and agreements herein on behalf of each such person
and (b) it is and will remain liable to the Company and the Brokers
for the performance of all its obligations as a Placee in respect
of the Placing (regardless of the fact that it is acting for
another person);
20 the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing
Shares will not give rise to a stamp duty or stamp duty reserve tax
liability under (or at a rate determined under) any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depository receipts and
clearance services) and that it is not participating in the Placing
as nominee or agent for any person or persons to whom the
allocation, allotment, issue or delivery of Placing Shares would
give rise to such a liability;
21 it and any person acting on its behalf (if within the United
Kingdom) falls within Article 19(5) and/or 49(2) of the Order and
undertakes that it will acquire, hold, manage and (if applicable)
dispose of any Placing Shares that are allocated to it for the
purposes of its business only;
22 it will not make an offer to the public of the Placing Shares
and it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom or elsewhere in the
EEA prior to the expiry of a period of six months from Admission
except to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their business or otherwise
in circumstances which have not resulted and which will not result
in an offer to the public in the United Kingdom within the meaning
of section 85(1) of the FSMA or an offer to the public in any other
member state of the EEA within the meaning of the Prospectus
Directive;
23 it is a person of a kind described in: (a) Article 19(5)
(Investment Professionals) and/or 49(2) (High net worth companies
etc.) of the FSMA (Financial Promotion) Order 2005, as amended,
and/or an authorised person as defined in section 31 of FSMA; and
(b) section 86(7) of FSMA ("Qualified Investor"), being a person
falling within Article 2.1(e) the Prospectus Directive. For such
purposes, it undertakes that it will acquire, hold, manage and (if
applicable) dispose of any Placing Shares that are allocated to it
for the purposes of its business only;
24 it has only communicated or caused to be communicated and it
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of the FSMA) relating to Placing Shares in circumstances
in which section 21(1) of the FSMA does not require approval of the
communication by an authorised person and it acknowledges that this
Announcement is not being issued by the Brokers as an authorised
person under Section 21 of FSMA and therefore is not subject to the
same controls applicable to a financial promotion made by an
authorised person;
25 it has complied and it will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to
the Placing Shares (including all relevant provisions of the FSMA
in respect of anything done in, from or otherwise involving the
United Kingdom);
26 if it is a financial intermediary, as that term is used in
Article 3(2) of the Prospectus Directive (including any relevant
implementing measure in any member state), the Placing Shares
acquired by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in a member state
of the EEA which has implemented the Prospectus Directive other
than Qualified Investors, or in circumstances in which the express
prior written consent of the Brokers has been given to the offer or
resale;
27 it has neither received nor relied on any confidential price
sensitive information about the Company in accepting this
invitation to participate in the Placing;
28 neither of the Brokers nor any of their respective
affiliates, agents, directors, officers or employees or any person
acting on behalf of any of them has or shall have any liability for
any information, representation or statement contained in this
Announcement or for any information previously published by or on
behalf of the Company or any other written or oral information made
available to or publicly available or filed information or any
representation, warranty or undertaking relating to the Company,
and will not be liable for its decision to participate in the
Placing based on any information, representation, warranty or
statement contained in this Announcement or elsewhere, provided
that nothing in this paragraph shall exclude any liability of any
person for fraud;
29 none of the Company or the Brokers, nor any of their
respective affiliates, agents, directors, officers or employees or
any person acting on behalf of the Company, the Brokers or their
respective affiliates, agents, directors, officers or employees is
making any recommendations to it, advising it regarding the
suitability of any transactions it may enter into in connection
with the Fundraising nor providing advice in relation to the
Fundraising nor in respect of any representations, warranties,
acknowledgements, agreements, undertakings, or indemnities
contained in the Placing Agreement nor the exercise or performance
of the Brokers' rights and obligations thereunder including any
rights to waive or vary any conditions or exercise any termination
right;
30 acknowledges and accepts that the Brokers may, in accordance
with applicable legal and regulatory provisions, engage in
transactions in relation to the Placing Shares and/or related
instruments for their own account for the purpose of hedging their
underwriting exposure or otherwise and, except as required by
applicable law or regulation, the Brokers will not make any public
disclosure in relation to such transactions;
31 the Brokers and each of their affiliates, each acting as an
investor for its or their own account(s), may bid or subscribe for
and/or purchase Placing Shares and, in that capacity, may retain,
purchase, offer to sell or otherwise deal for its or their own
account(s) in the Placing Shares, any other securities of the
Company or other related investments in connection with the Placing
or otherwise. Accordingly, references in this Announcement to the
Placing Shares being offered, subscribed, acquired or otherwise
dealt with should be read as including any offer to, or
subscription, acquisition or dealing by the Brokers and/or any of
their respective affiliates, acting as an investor for its or their
own account(s). None of the Company or the Brokers intend to
disclose the extent of any such investment or transaction otherwise
than in accordance with any legal or regulatory obligation to do
so;
32 it has not offered or sold and will not offer or sell any
Placing Shares to persons in the EEA prior to the expiry of a
period of six months from Admission except to persons whose
ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purpose of
their business or otherwise in circumstances which have not
resulted and which will not result in an offer to the public in any
member state of the EEA within the meaning of the Prospectus
Directive;
33 it has complied with its obligations in connection with money
laundering and terrorist financing under the Proceeds of Crime Act
2002, the Terrorism Act 2000, the Terrorism Act 2006 and the Money
Laundering, Terrorist Financing and Transfer of Funds (Information
on the Payer) Regulations 2017 (together, the "Regulations") and,
if making payment on behalf of a third party, that satisfactory
evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations;
34 it is aware of the obligations regarding insider dealing in
the Criminal Justice Act 1993, FSMA, the EU Market Abuse Regulation
No. 596 of 2014 and the Proceeds of Crime Act 2002 and confirms
that it has and will continue to comply with those obligations;
35 in order to ensure compliance with the Money Laundering,
Terrorist Financing and Transfer of Funds (Information on the
Payer) Regulations 2017, the Brokers (each for itself and as agent
on behalf of the Company) or the Company's registrars may, in their
absolute discretion, require verification of its identity. Pending
the provision to the Brokers or the Company's registrars, as
applicable, of evidence of identity, definitive certificates in
respect of the Placing Shares may be retained at the Brokers'
absolute discretion or, where appropriate, delivery of the Placing
Shares to it in uncertificated form may be delayed at the Brokers'
or the Company's registrars', as the case may be, absolute
discretion. If within a reasonable time after a request for
verification of identity the Brokers' (each for itself and as agent
on behalf of the Company) or the Company's registrars have not
received evidence satisfactory to them, the Brokers and/or the
Company may, at its absolute discretion, terminate its commitment
in respect of the Placing, in which event the monies payable on
acceptance of allotment will, if already paid, be returned without
interest to the account of the drawee's bank from which they were
originally debited;
36 acknowledges that its commitment to acquire Placing Shares on
the terms set out in this Announcement and in the form of
confirmation will continue notwithstanding any amendment that may
in future be made to the terms and conditions of the Placing and
that Placees will have no right to be consulted or require that
their consent be obtained with respect to the Company's or the
Brokers' (or either of their) conduct of the Placing;
37 it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of subscribing for the Placing Shares. It further
acknowledges that it is experienced in investing in securities of
this nature and is aware that it may be required to bear, and is
able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the Fundraising. It has relied
upon its own examination and due diligence of the Company and its
affiliates taken as a whole, and the terms of the Fundraising,
including the merits and risks involved;
38 it irrevocably appoints any duly authorised officer of the
Brokers as its agent for the purpose of executing and delivering to
the Company and/or its registrars any documents on its behalf
necessary to enable it to be registered as the holder of any of the
Placing Shares for which it agrees to subscribe or purchase upon
the terms of this Announcement;
39 the Company, the Brokers and others (including each of their
respective affiliates, agents, directors, officers or employees)
will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgements and agreements, which
are given to the Brokers, on their own behalf and on behalf of the
Company and are irrevocable;
40 if it is acquiring the Placing Shares as a fiduciary or agent
for one or more investor accounts, it has full power and authority
to make, and does make, the foregoing representations, warranties,
acknowledgements, agreements and undertakings on behalf of each
such accounts;
41 time is of the essence as regards its obligations under this Appendix;
42 any document that is to be sent to it in connection with the
Fundraising will be sent at its risk and may be sent to it at any
address provided by it to the Brokers;
43 the Placing Shares will be issued subject to the terms and
conditions of this Appendix; and
44 these terms and conditions in this Appendix and all documents
into which this Appendix is incorporated by reference or otherwise
validly forms a part and/or any agreements entered into pursuant to
these terms and conditions and all agreements to acquire shares
pursuant to the Placing will be governed by and construed in
accordance with English law and it submits to the exclusive
jurisdiction of the English courts in relation to any claim,
dispute or matter arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Company or the Brokers in
any jurisdiction in which the relevant Placee is incorporated or in
which any of its securities have a quotation on a recognised stock
exchange.
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify and hold the
Company, the Brokers and each of their respective affiliates,
agents, directors, officers and employees harmless from any and all
costs, claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings given by the Placee (and any person acting on such
Placee's behalf) in this Appendix or incurred by the Company, the
Brokers or each of their respective affiliates, agents, directors,
officers or employees arising from the performance of the Placee's
obligations as set out in this Announcement, and further agrees
that the provisions of this Appendix shall survive after the
completion of the Placing.
The agreement to allot and issue Placing Shares to Placees (or
the persons for whom Placees are contracting as agent) free of
stamp duty and stamp duty reserve tax in the United Kingdom relates
only to their allotment and issue to Placees, or such persons as
they nominate as their agents, direct by the Company. Such
agreement assumes that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
transfer the Placing Shares into a clearance service. If there are
any such arrangements, or the settlement related to any other
dealings in the Placing Shares, stamp duty or stamp duty reserve
tax may be payable. In that event, the Placee agrees that it shall
be responsible for such stamp duty or stamp duty reserve tax and
none of the Company or the Brokers shall be responsible for such
stamp duty or stamp duty reserve tax. If this is the case, each
Placee should seek its own advice and they should notify the
Brokers accordingly. In addition, Placees should note that they
will be liable for any capital duty, stamp duty and all other
stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties
relating thereto) payable outside the United Kingdom by them or any
other person on the acquisition by them of any Placing Shares or
the agreement by them to acquire any Placing Shares and each
Placee, or the Placee's nominee, in respect of whom (or in respect
of the person for whom it is participating in the Placing as an
agent or nominee) the allocation, allotment, issue or delivery of
Placing Shares has given rise to such non-United Kingdom stamp,
registration, documentary, transfer or similar taxes or duties
undertakes to pay such taxes and duties, including any interest and
penalties (if applicable), forthwith and to indemnify on an
after-tax basis and to hold harmless the Company and the Brokers in
the event that any of the Company and/or the Brokers has incurred
any such liability to such taxes or duties.
The representations, warranties, acknowledgements and
undertakings contained in this Appendix are given to the Brokers
for themselves and on behalf of the Company and are
irrevocable.
Each Placee and any person acting on behalf of the Placee
acknowledges that the Brokers do not owe any fiduciary or other
duties to any Placee in respect of any representations, warranties,
undertakings, acknowledgements, agreements or indemnities in the
Placing Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that the Brokers may (at their absolute
discretion) satisfy their obligations to procure Placees by itself
agreeing to become a Placee in respect of some or all of the
Placing Shares or by nominating any connected or associated person
to do so.
When a Placee or any person acting on behalf of the Placee is
dealing with the Brokers, any money held in an account with the
Brokers on behalf of the Placee and/or any person acting on behalf
of the Placee will not be treated as client money within the
meaning of the relevant rules and regulations of the FCA made under
FSMA. Each Placee acknowledges that the money will not be subject
to the protections conferred by the client money rules; as a
consequence this money will not be segregated from the Brokers'
money (as applicable) in accordance with the client money rules and
will be held by it under a banking relationship and not as
trustee.
References to time in this Announcement are to London time,
unless otherwise stated.
All times and dates in this Announcement may be subject to
amendment.
No statement in this Announcement is intended to be a profit
forecast, and no statement in this Announcement should be
interpreted to mean that earnings per share of the Company for the
current or future financial years would necessarily match or exceed
the historical published earnings per share of the Company.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The Placing Shares to be issued or sold pursuant to the Placing
will not be admitted to trading on any stock exchange other than
the London Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEFEFSSIFWSESS
(END) Dow Jones Newswires
October 25, 2017 02:00 ET (06:00 GMT)
Victoria Oil & Gas (LSE:VOG)
Historical Stock Chart
From Mar 2024 to Apr 2024
Victoria Oil & Gas (LSE:VOG)
Historical Stock Chart
From Apr 2023 to Apr 2024