Share Issue/Capital Change • May 3, 2017
Share Issue/Capital Change
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PRIVATE PLACEMENT ALLOCATION COMPLETED
Reference is made to the stock exchange notices published by
African Petroleum Corporation Limited ("African Petroleum
Corporation" or the "Company") on 2 May 2017 at 16:35 (CET)
regarding the contemplated private placement to certain
existing and new investors (the "Private Placement") of new
ordinary shares (the "Offer Shares"). The Board of Directors
of the Company is pleased to announce that the Private
Placement has been successfully allocated raising
approximately NOK 258 million (approximately US$30 million)
in gross proceeds through the allocation of 33,250,000 Offer
Shares at a subscription price of NOK 7.75 per share, which
represents a 5.3 per cent discount to the 20-day volume
weighted average price.
The application period for the Private Placement closed at
08:00 (CET) today, 3 May 2017. The completion of the Private
Placement is conditional upon (i) the relevant corporate
resolutions required to implement the Private Placement being
made by the Company; (ii) the Company receiving full payment
for the Offer Shares on the due date for payment; (iii) any
regulatory approvals and filings required in connection with
the issuance of the Offer Shares; and (iv) the approval by
the Financial Supervisory Authority of Norway of a prospectus
prepared in accordance with the Norwegian Securities Trading
Act Chapter 7 for admission to listing of the Offer Shares on
Oslo Axess.
It is expected that the Private Placement will be completed
on or about 12 May 2017.
Following issuance of the Offer Shares the issued and
outstanding share capital of the Company will be 151,174,204
shares. The shares do not have a par value.
The proceeds from the Private Placement will be used to
strengthen the Company's balance sheet and liquidity
position, to fund the Company's ongoing exploration program,
including the Ayamé-1X exploration well being drilled in Côte
d'Ivoire, as well as for working capital and for general
corporate purposes.
The Board of Directors of African Petroleum Corporation
intends to carry out a subsequent offering of additional new
shares at the same terms as in the Private Placement,
expected to be in the amount of approximately NOK 43 million
(approximately US$5 million), in which the Company's
shareholders holding shares through VPS as of 2 May 2017, as
registered in the VPS on 4 May 2017, who were not allocated
shares in the Private Placement and who are not resident in a
jurisdiction where such offering would be unlawful or, for
jurisdictions other than Norway, would require any
prospectus, filing, registration or similar action, will be
granted non-transferable allocation rights to apply for, and,
upon application, be allocated new shares in the Company.
Mirabaud Securities LLP and Pareto Securities AS have acted
as Joint Lead Managers for the Private Placement, and EAS
Advisors, LLC, acting through Odeon Capital Group LLC, a
member of FINRA / SIPC / MSRB, has acted as US Sub-Agent for
the Private Placement.
African Petroleum Corporation's Chief Executive Officer, Jens
Pace, commented:
"We are highly encouraged by the support shown by both
existing and new, high quality institutional investors during
this process. The Private Placing was heavily oversubscribed
which highlights a strong demand for investment opportunities
in high quality West African exploration. With the well in
Côte d'Ivoire drilling ahead, and discussions taking place to
convert our recently signed Heads of Terms agreement into a
formal farm-out, we are entering an exciting period in the
Company's development. We look forward to providing updates
on these key catalysts in the near future."
For further information, please contact:
Jens Pace, Chief Executive Officer
Stephen West, Chief Financial Officer
Tel: +44 20 3655 7810
Angeline Hicks, Company Secretary
Tel: + 61 401 489 883
Joint Lead Managers:
Mirabaud Securities LLP
Peter Krens
Tel: +44 20 7878 3362
AND
Pareto Securities AS
Davide Finelli
Tel: +44 20 7786 4398
Media Contacts:
Buchanan
Ben Romney/Chris Judd
Tel: +44 20 7466 5000
About African Petroleum Corporation
African Petroleum is an independent oil and gas exploration
company with an equity interest in eight licences in four
countries offshore West Africa (Senegal, the Gambia, Cote
d'Ivoire and Sierra Leone). The Company's assets are located
in proven hydrocarbon basins in the West African Transform
Margin and the Atlantic Margin, where several discoveries
have been made in recent years. The Company is working with
its partner Ophir Energy (operator) on the CI-513 licence in
Côte d'Ivoire to drill an exploration well in May 2017.
For more information about African Petroleum, please see
www.africanpetroleum.com.au
This information is subject to disclosure requirements
pursuant to section 5-12 of the Norwegian Securities Trading
Act.
Disclaimer
The information contained herein shall not constitute an
offer to sell or the solicitation of an offer to buy, nor
shall there be any sale of the securities referred to herein
in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration, exemption from
registration or qualification under the securities laws of
any such jurisdiction. In particular, the securities
referenced herein have not been, and will not be, registered
under the U.S. Securities Act of 1933, as amended
(the "Securities Act"), and may not be offered or sold in the
United States absent registration or pursuant an exemption
from the registration requirements of the Securities Act and
applicable U.S. state securities laws. The Company does not
intend to register any part of the offering in the United
States or to conduct a public offering of securities in the
United States.
This press release may not be released to any U.S. wire
service or distributed or sent into the United States,
Canada, Japan or any other jurisdiction in which such
distribution would be unlawful or would require registration
or other measures.
This document is a press release and not a prospectus for the
purposes of Directive 2003/71/EC as amended (together with
any applicable implementing measures in any Member State,
the "Prospectus Directive"). Any offering of securities will
be made to investors in any EEA Member State in reliance on
applicable exemptions from the obligation to prepare a
prospectus under the Prospectus Directive, and no EEA
prospectus will accordingly be prepared or available for the
purpose of the Private Placement. In any EEA Member State
other than Norway that has implemented the Prospectus
Directive, this communication is only addressed to and is
only directed at qualified investors in that Member State
within the meaning of the Prospectus Directive, i.e., only to
investors who can receive the offer without an approved
prospectus in such EEA Member State.
This press release may not be distributed to any person in
the United Kingdom except persons (i) who have professional
experience in matters relating to investments falling within
Article 19(5) (investment professionals) of the Financial
Services and Markets Act 2000 (Financial Promotions) Order
2005 ("FPO"), (ii) who fall within the categories of persons
referred to in Article 49(2)(a) to (d) (high net worth
companies, unincorporated associations, etc.) of the FPO or
(iii) to whom it may otherwise be lawfully communicated.
This press release is not an offer to sell, or the
solicitation of an offer to buy, any of the Company's
securities to or from investors in Australia. This press
release is not a prospectus, product disclosure statement or
other offer document under Australian law. Any offers
relating to Company securities in Australia will be made only
to persons who are professional investors or sophisticated
investors (as those terms are used in s708(11) and s708(8)
respectively of the Australian Corporations Act 2001
("Corporations Act")) or other persons specified in s708 of
the Corporations Act who do not require or need to be given a
prospectus or other disclosure document under Chapter 6D of
the Corporations Act to lawfully receive an offer to
subscribe for or acquire securities in the Company.
This press release contains forward-looking statements.
Forward-looking statements are statements that are not
historical facts and may be identified by words such
as "believe," "expect," "anticipate," "intends," "estimate," "
will," "may," "continue," "should" and similar expressions.
The forward-looking statements in this release are based upon
various assumptions, many of which are based, in turn, upon
further assumptions. Although African Petroleum Corporation
believes that these assumptions were reasonable when made,
these assumptions are inherently subject to significant known
and unknown risks, uncertainties, contingencies and other
important factors which are difficult or impossible to
predict and are beyond its control. Such risks,
uncertainties, contingencies and other important factors
could cause actual events to differ materially from the
expectations expressed or implied in this release by such
forward-looking statements.
The information, opinions and forward-looking statements
contained in this release speak only as at its date, and are
subject to change without notice. African Petroleum
Corporation disclaims any obligation to update and revise any
forward-looking statements, whether as a result of new
information, future events or otherwise.
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