Delisting Announcement • May 21, 2014
Delisting Announcement
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21 May 2014
NSX/Oslo Axess Announcement
African Petroleum Corporation Limited ("African Petroleum Corporation" or the "Company")
The Company is pleased to announce the completion of its initial public offering of the Company's shares on the Oslo Axess (the "Offering").
Dr. Stuart Lake, Chief Executive Officer of African Petroleum Corporation, commented:
"With this public offering and the subsequent listing on the Oslo Axess exchange we are taking important steps in the development of our Company. We are very pleased with moving to Oslo Axess, a part of the Oslo Stock Exchange. The Oslo Stock Exchange is a leading market place for the oil and gas E&P industry, and we have a strong commitment to earn the trust of this very knowledgeable investor community through delivering on our operational milestones going forward."
Details of the Offering:
The number of shares in issue following the Offering will be 673,933,636. The shares do not have a par value.
Approximately 88.4% of the shares in the Offering were allocated to investors in the institutional offering and 11.6% of the shares were allocated to investors in the retail offering.
The Company, Sarella Investments Limited and the members of senior management and directors of African Petroleum Corporation have entered into lock-up agreements with the Manager. Under such lock-up agreements, the Company has, subject to certain exemptions, agreed for a period of 365 days calculated from the first day of listing not to issue new shares, and Sarella Investments Limited and the members of senior management and directors of the Company have for the same period, subject to certain exemptions and limitations, agreed not to dispose or sell any Shares unless the Manager has granted prior approval. For a further description of the content of the lock-up undertakings, reference is made to the prospectus dated 9 May 2014.
Trading on Oslo Axess is expected to commence at 9.00 AM (CET) on 30 May 2014 under the ticker symbol "APCL".
Notifications of allocated shares and the corresponding amount to be paid by investors in the institutional offering are expected to be communicated to the investors on or about 21 May 2014. Investors in the institutional offering may from this day onwards contact the Manager in order to be informed about their allocations. Written notifications of allocations in the retail offering are expected to be issued by the Manager on or about 22 May 2014 by post. Investors in the retail offering may contact the Manager in order to obtain information about their allocations from 12.00 AM (CET) on 22 May 2014 and onwards during business hours. Investors in the retail offering who have access to investor services through an institution that operates such investor's VPS account should be able to see how many shares they have been allocated from 10.00 AM (CET) on 22 May 2014.
Registration of the shares issued as depository receipts in VPS, following registration in the Company's sub-register in Australia, Clearing House Electronic Sub-register System ("Chess"), is expected to take place on or about 28 May 2014. Payment for the Offer Shares allocated to investors in the institutional offering shall be made on or by 27 May 2014 to the account indicated in the contract note. Subject to timely receipt of payment, delivery of allocated shares is expected to take place on or about 28 May 2014. For investors in the retail offering, from whom timely payment is received on 27 May 2014 (for direct debit; with sufficient funds required to be available on the bank account from 26 May 2014), delivery of the allocated shares is expected to take place on or about 28 May 2014.
Pareto Securities AS is acting as Manager in the Offering.
Stuart Lake, Chief Executive Officer Stephen West, Finance Director Tel: +44 20 3435 7700
Claire Tolcon Company Secretary Tel: + 61 8 9388 0744 Media Contacts: For UK and International media: Mark Antelme/Charlie Stewart, Bell Pottinger Tel: +44 207 861 3800
For Norwegian media: Geir Arne Drangeid, First House Tel: +47 913 10 458 Geir Gjervan, First House Tel: +47 908 79 108
African Petroleum Corporation is a dynamic, independent oil and gas exploration company operating eight licences in four countries offshore West Africa. The Company's assets are located in fastemerging hydrocarbon basins, principally the West African Transform Margin, where several discoveries have been made in recent years, including African Petroleum Corporation's Narina-1 discovery in February 2012, which proved a working hydrocarbon system in the Liberian basin. With a combined net acreage position of 28,295km2 through its licences in Côte d'Ivoire, Liberia, Senegal and Sierra Leone, the Company has matured its portfolio rapidly, acquiring more than 15,000km2 of 3D seismic data and successfully drilling three wells, one of which was the first hydrocarbons discovery in the offshore Liberian deep-water basin. The Company emphasises that although the well encountered hydrocarbon columns supported by pressure and sample data, the accumulation does not qualify as reserves or contingent resources under the Petroleum Resources Classification Framework. Further appraisal data is required to book contingent resources.
For more information about African Petroleum Corporation, please see www.africanpetroleum.com.au
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 to 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.
Any offering of securities will be made to investors in any EEA Member State by means of a prospectus (prepared in compliance with the laws of Norway) that may be obtained from the Company or the Manager and that contains detailed information about African Petroleum Corporation and management, as well as financial statements. This document is a press release and not a prospectus for the purposes of Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the "Prospectus Directive"). Investors should not subscribe for any securities referred to in this document except on the basis of information contained in the prospectus to be published in connection with the Offering. 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. As noted above, a prospectus will be prepared by the Company in compliance with the laws of Norway but this will not be a prospectus or an 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.
This information is subject to disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
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