Share Issue/Capital Change • May 3, 2017
Share Issue/Capital Change
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3 May 2017
Reference is made to the stock exchange notices published by 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.
"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."
Jens Pace, Chief Executive Officer Stephen West, Chief Financial Officer Tel: +44 20 3655 7810
Angeline Hicks, Company Secretary Tel: + 61 401 489 883
Mirabaud Securities LLP Peter Krens Tel: +44 20 7878 3362
Pareto Securities AS Davide Finelli Tel: +44 20 7786 4398
Buchanan Ben Romney/Chris Judd Tel: +44 20 7466 5000
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.
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 forwardlooking 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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