Share Issue/Capital Change • Jan 12, 2017
Share Issue/Capital Change
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PRIVATE PLACEMENT ALLOCATION COMPLETED
Reference is made to the stock exchange notice
published by African Petroleum Corporation Limited
("African Petroleum" or the "Company") on 11 January
2017 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
26,675,000 (approximately US$3.1 million) in gross
proceeds through the allocation of 10,670,000 Offer
Shares at a subscription price of NOK 2.50 per share
(the "Subscription Price"). The Subscription Price was
determined during the book building process and
represents a discount of NOK 0.50 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, 12 January 2017. 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
117,388,447 shares. 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
18 January 2017.
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.
African Petroleum's Chief Executive Officer, Jens
Pace, commented:
"We are pleased by the confidence placed in us by our
existing and new investors for this heavily over-
subscribed US$3.1 million fundraise and are grateful
for their support. 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. The proceeds will also
help us prepare for the exciting and approaching
spudding of the exploration well with Ophir Energy in
Q2 2017 on the CI-513 block in Côte d'Ivoire. The well
will be targeting a mean prospective resource of 352
million barrels and has the potential to be truly
transformational for African Petroleum in the success
case."
For further information, please contact:
Jens Pace, Chief Executive Officer
Stephen West, Chief Financial Officer
Tel: +44 20 3655 7810
Lead Manager:
Mirabaud Securities LLP
Peter Krens
Tel: +44 20 7878 3362
Media Contacts:
Buchanan
Ben Romney/Chris Judd
Tel: +44 207 466 5000
About African Petroleum
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, Côte 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 Q2
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 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," "estim
ate," "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 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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