Share Issue/Capital Change • Oct 22, 2015
Share Issue/Capital Change
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NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, CANADA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
22 October 2015
OAX / NSX Announcement
Reference is made to the stock exchange notice published by the Company on 21 October 2015 at 16:32 (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 NOK 16,476,293 (approximately US\$2 million) in gross proceeds through the allocation of 96,919,370 Offer Shares at a subscription price of NOK 0.17 per share (the "Subscription Price"), on a pre-consolidation basis. The Subscription Price was determined during the book building process and represents a discount of NOK 0.04 to the opening price of the shares on the Oslo Axess today.
The application period for the Private Placement closed at 08:00 (CET) today, 22 October 2015. The completion of the Private Placement is conditional upon (i) the Company receiving full payment for the Offer Shares on the due date for payment; and (ii) any regulatory approvals and filings required in connection with the issuance of the Offer Shares.
Following issuance of the Offer Shares the issued and outstanding share capital of the Company will be 1,066,113,157 shares on a pre-consolidation basis, approximately 106,611,316 shares on a post-consolidation basis (subject to rounding, following completion of the consolidation of the Company's share capital on the basis of one share for every ten held, which was approved by the shareholders in the general meeting held on 21 October 2015). The shares do not have a par value. It is expected that the new shares will be issued on a delivery-versus-payment basis on or about 28 October 2015.
The proceeds from the Private Placement will be used to strengthen the Company's balance sheet and liquidity position, to fund working capital and for general corporate purposes.
Mirabaud Securities LLP has acted as Lead Manager for the Private Placement.
"We are pleased by the confidence placed in us by our existing and new investors for this modest US\$2 million fundraise, despite the current uncertainty in world oil markets. The net proceeds of the placing will be used to primarily strengthen the Company's balance sheet and liquidity position whilst we work towards completing farm-out transactions on our high impact exploration acreage."
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, CANADA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
Jens Pace, Chief Executive Officer Stephen West, Finance Director Tel: +44 20 3761 6900
Angeline Hicks, Company Secretary Tel: + 61 401 489 883
Mirabaud Securities LLP Peter Krens Tel: +44 20 7878 3362
For UK and International media – Buchanan Ben Romney/Helen Chan Tel: +44 207 466 5000
For Norwegian media – First House Geir Arne Drangeid Tel: +47 913 10 458
African Petroleum is an independent oil and gas exploration company operating ten licences in five countries offshore West Africa. 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. With a combined net acreage position of 30,378km2 through its licences in Côte d'Ivoire, Liberia, Senegal, Sierra Leone and The Gambia, the Company has matured its portfolio through the acquisition of more than 18,500km2 of 3D seismic data and successfully drilling three deep-water wells, one of which was the first hydrocarbons discovery in the offshore Liberian – Sierra Leone Basin.
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 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 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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