Share Issue/Capital Change • May 2, 2017
Share Issue/Capital Change
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CONTEMPLATED PRIVATE PLACEMENT
African Petroleum Corporation Limited ("African Petroleum
Corporation" or the "Company"), an independent oil and gas
exploration company operating high impact exploration
licences offshore West Africa, intends to carry out a private
placement to raise between NOK 170 million to NOK 260 million
(approximately US$20 million to US$30 million) through the
issue of new fully paid ordinary shares to certain existing
and new investors (the "Private Placement"). Mirabaud
Securities LLP and Pareto Securities AS have been appointed
to act as Joint Lead Managers for the Private Placement and
EAS Advisors, LLC, acting through Merriman Capital, Inc., a
member of FINRA / SIPC has been appointed as US Sub-Agent for
the Private Placement.
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
programme, including the Ayame-1X exploration well being
drilled in Côte d'Ivoire, as well as for working capital and
for general corporate purposes.
The Private Placement will be directed at (a) investors in
Norway, (b) investors outside Norway and the United States,
pursuant to applicable exemptions from local prospectus
requirements and other filing requirements and in compliance
with Regulation S under the U.S. Securities Act of 1933, as
amended (the "U.S. Securities Act"), and (c) in the United
States to qualified institutional buyers ("QIBs") as defined
in, Rule 144A under the U.S. Securities Act; in each case
subject to a minimum application and allocation of an amount
in NOK equivalent to EUR 100,000.
The shares to be offered in the Private Placement (the "Offer
Shares") will be offered at a price determined through an
accelerated book building process and will be determined
before the application period closes. The application period
for the Private Placement commences today, 2 May 2017, at
16:30 (CET) and will close on 3 May 2017 at 08:00 (CET). The
Company, together with the Joint Lead Managers, reserves the
right to close the application period at any time at their
sole discretion, or to cancel the Private Placement in its
entirety.
The allocation of the Offer Shares will be determined at the
end of the application period. The final allocation of the
Offer Shares will be made by the Company's Board of Directors
("Board") and at the Board's sole discretion. The completion
of the Private Placement will be 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 required to issue
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
(the "NSTA") Chapter 7 for admission to listing of the Offer
Shares on Oslo Axess.
The Company will announce the number of shares allocated in
the Private Placement through a stock exchange notice
expected to be published before opening of the trading on
Oslo Axess tomorrow, 3 May 2017.
Assuming successful completion of the Private Placement and
fulfilment of the conditions as set out above, the Offer
Shares are expected to be issued on or about 12 May 2017 and
be tradable on Oslo Axess shortly thereafter.
The Board has taken account of its obligations under section
5-14 of the NSTA and the section 2.1 of the Continuing
Obligations for Stock Exchange Listed Companies
(the "Continuing Obligations") and considers the Private
Placement to be in the best interests of the Company to
secure funding from qualifying investors at the most
competitive cost, in a timescale that will allow the Company
to continue to concentrate on its farm-out opportunities, to
secure partners for certain of its licences, and to secure
funds for payment of operational commitment's as they fall
due.
Subject to completion of the Private Placement the Board
intends to carry out a subsequent offering of new shares at
the same terms as in the Private Placement, in which the
Company's shareholders holding shares through
Verdipapirsentralen ASA ("VPS") as of 2 May 2017, as
registered in the VPS on 4 May 2017 (the "Record Date"), who
were not invited to participate 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.
For further information, please contact:
Jens Pace, Chief Executive Officer
Stephen West, Chief Financial Officer
Tel: +44 20 3655 7810
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: +44 207 466 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, directly or indirectly, into
the United States, Canada, Japan or any other jurisdiction in
which such release or distribution would be unlawful
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 the Company's 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," "intend," "estimate," "w
ill," "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 that 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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