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FAR LIMITED — Capital/Financing Update 2017
Apr 6, 2017
64899_rns_2017-04-06_6f2e176c-c71c-4e73-a147-0cb390f50c94.pdf
Capital/Financing Update
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7 April 2017
Successful completion of AU$80 million capital raising Not for release in the United States
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Placement successfully completed and significantly oversubscribed
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Proceeds to fund FAR’s continued participation in the drilling, evaluation and predevelopment program offshore Senegal, the anticipated acquisition and exploration of Blocks A2 and A5 in The Gambia, and general corporate purposes
FAR Ltd (ASX: FAR) has successfully completed a fully underwritten placement to institutional and sophisticated investors to raise AU$80 million.
The Placement was significantly oversubscribed with strong support from existing shareholders and the introduction of new institutional investors to FAR’s register.
The Placement price of 8.0 cents per share represents a 4.8% discount to FAR’s last closing share price on 4 April 2017 of 8.4 cents and a 3.5% discount to the volume weighted average share price for the 5 trading days ended 4 April 2017.
The funds raised will be used:
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To support FAR’s expected 2017 and 2018 drilling, evaluation and pre-development program offshore Senegal.
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To complete the anticipated acquisition of Blocks A2 and A5 in The Gambia and undertake 3D seismic reprocessing and interpretation during 2017 to mature prospects for drilling in 2018.
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For general corporate purposes.
The new shares will be issued in two tranches:
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The first tranche to raise approximately AU$54 million is unconditional and settlement is expected to occur on Tuesday, 11 April 2017 with normal trading to occur on Wednesday, 12 April 2017.
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The second tranche for the balance of approximately AU$26 million is subject to ASX Listing Rule 7.1 shareholder approval that is intended to be considered by shareholders at a General Meeting, which is expected to be held on Monday, 15 May 2017. Settlement of the second tranche is expected to occur on Thursday, 18 May 2017 with normal trading to occur on Friday, 19 May 2017.
Following the success of this placement, FAR estimates its cash balance after settlement of the first tranche will be in excess of AU$85m, with a further AU$26M (before fees) to be received from the second tranche in May. FAR has no debt.
Credit Suisse is acting as Financial Adviser to FAR, and the Placement is underwritten by Credit Suisse and RBC Capital Markets as Joint Lead Managers.
This announcement has been prepared for publication in Australia and may not be released in the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction. Any securities described in this announcement have not been, and will not be, registered under the US Securities Act of 1933 and may not be offered or sold in the United States except in transactions exempt from, or not subject to, registration under the US Securities Act and applicable US state securities laws.
FAR Managing Director, Cath Norman, said:
“This highly successful placement allows FAR to focus on continuing to build value for our shareholders as we are in a strong funding position through the balance of the company’s 2017 commitments and through to the final investment decision for the development of the SNE field, expected in early 2019. We look forward to completing the appraisal of the SNE field with the drilling of the SNE-6 well and then joining our Senegal joint venture partners in drilling at least one exploration target on the back of this current drilling campaign.
It is exciting to be in a strong financial position that allows FAR to progress all our exploration projects and have the time to bring the best partners to our 2018 drilling plans.
FAR is particularly pleased to have seen strong support from very large, leading overseas institutional investors who recognise the long term potential of the company.
We are particularly pleased that the offer was substantially oversubscribed. It is testimony to the value that is yet to be unlocked in FAR that we have been able to raise this quantum of money in what is still a challenging market for oil companies.”
Appendix – Indicative Timetable
| Event | Date |
|---|---|
| Trading Halt | Wed, 5 Apr 2017 |
| Announcement of Placement | Thu, 6 Apr 2017 |
| Trading halt lifted and FAR shares resume trading | Fri, 7 Apr 2017 |
| Settlement of first tranche of Placement shares1 | Tue, 11 Apr 2017 |
| Issue and quotation of first tranche of new Placement shares1 | Wed, 12 Apr 2017 |
| Extraordinary general meeting (expected) | Mon, 15 May 2017 |
| Settlement of second tranche of Placement shares (expected) | Thu, 18 May 2017 |
| Issue and quotation of second tranche of new Placementshares(expected) | Fri, 19 May 2017 |
1. These dates have changed from the announcement released on 6 April 2017
This timetable is subject to change without notice.
This release is in relation to the matter referred to in the Company’s trading halt announcement of 6 April 2017. The trading halt can now be lifted.
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Disclaimer
This announcement has been prepared by FAR Limited (‘FAR’). It is not a prospectus, disclosure document or other offering document. It does not constitute or form part of, and should not be considered to constitute or form part of, any offer, invitation or recommendation to subscribe for or purchase any securities in FAR or as an inducement to make an offer or invitation with respect to those securities. No agreement to subscribe for shares in FAR will be entered into on the basis of this announcement.
This announcement contains forward-looking statements that are not based on historical fact, including those identified by the use of forward-looking terminology containing such words as ‘believes’, ‘may’, ‘will’, ‘estimates’, ‘continue’, ‘anticipates’, ‘intends’, ‘expects’, ‘should’, ‘schedule’, ‘program’, ‘potential’ or the negatives thereof and words of similar import.
FAR cautions that these forward-looking statements are subject to risks and uncertainties that could cause actual events or results to differ materially from those expressed or implied by the statements. The forward looking statements are expressly subject to this caution. None of FAR nor its respective officers, shareholders, related bodies corporate, partners, affiliates, employees, representatives and advisers make any reannouncement, warranty (express or implied), or assurance as to the completeness or accuracy of these forward-looking statements (or any past, current or other statements) and, accordingly, expresses no opinion or any other form of assurance regarding them. FAR will not necessarily publish updates or revisions of these forward-looking statements to reflect FAR’s circumstances after the date hereof. FAR hereby excludes all warranties, whether as to the past or the future, that can be excluded by law.
By its very nature exploration and development of oil and gas is high risk and is not suitable for certain investors. FAR shares are a speculative investment. There are a number of risks, both specific to FAR and of a general nature which may affect the future operating and financial performance of FAR and the value of an investment in FAR including and not limited to economic conditions, stock market fluctuations, oil and gas demand and price movements, regional infrastructure constraints, securing drilling rigs, timing of approvals from relevant authorities, regulatory risks, operational risks, reliance on key personnel, foreign currency fluctuations, and regional geopolitical risks.
This announcement has been prepared for general information purposes only and does not purport to be all inclusive or to contain all information which you may require in order to make an informed assessment of FAR’s prospects. It contains general background information about FAR and its activities current as at the date of the announcement. The information in this announcement is in summary form only and does not contain all the information necessary to fully evaluate any transaction or investment. You should conduct your own investigation, perform your own analysis, and seek your own advice from your professional adviser before making any investment decision.
The announcement does not form the basis of any contract or commitment nor shall it or any part of it or the fact of its distribution form the basis of, or be relied on in connection with, any contract or commitment or investment decisions relating thereto, nor does it constitute a recommendation regarding the shares of FAR. Past performance cannot be relied upon as a guide to future performance.
Cautionary Statement for Prospective Resource Estimates – With respect to the Prospective Resource estimates contained within this report, it should be noted that the estimated quantities of Petroleum that may potentially be recovered by the future application of a development project may relate to undiscovered accumulations. These estimates have an associated risk of discovery and risk of development. Further exploration and appraisal is required to determine the existence of a significant quantity of potentially moveable hydrocarbons.
Information in this report relating to hydrocarbon resource estimates has been compiled by Peter Nicholls, the FAR exploration manager. Mr Nicholls has over 30 years of experience in petroleum geophysics and geology and is a member of the American Association of Petroleum Geology, the Society of Exploration Geophysicists and the Petroleum Exploration Society of Australia. Mr Nicholls consents to the inclusion of the information in this report relating to hydrocarbon Prospective Resources in the
form and context in which it appears. The Prospective Resource estimates contained in this report are in accordance with the standard definitions set out by the Society of Petroleum Engineers, Petroleum Resource Management System.
All persons should consider seeking appropriate professional advice in reviewing the announcement and FAR.
Neither the Joint Lead Managers, nor any of their respective affiliates, related bodies corporate (as that term is defined in the Corporations Act 2001 (Cth)), nor their respective directors, employees, officers, representatives, agents, partners, consultants and advisers (together the Joint Lead Manager Parties), nor the advisers to FAR or any other person including clients named in this document, have authorised, permitted or caused the issue or lodgement, submission, dispatch or provision of this announcement and, except to the extent referred to in this announcement, none of them makes or purports to make any statement in this announcement and there is no statement in this announcement which is based on any statement by any of them.