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
21 May 2014 - African Petroleum Corporation Limited ("African
Petroleum Corporation" or 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 Offering including the over-allotment facility is comprised of
28,000,000 shares, of which 25,455,000 are new shares (the balance
constitutes shares over-allotted in the Offering). The gross proceed
from the shares to be issued by the Company is NOK 33.1 million.
· The shares are priced at NOK 1.30 (approximately A$0.24) per
share (the "Offer Price") and the total Offering size is approximately
NOK 36.4 million (including the over-allotment facility).
· The Offer Price represents a discount to the last NSX traded price
of A$0.27, and based on the Offer Price, African Petroleum
Corporation will have a market capitalisation of approximately NOK
876 million (approximately A$159.6 million).
· The Company has over-allotted 2,545,000 shares, representing
approximately 10% of the number of shares allocated in the Offering
(before over-allotments). The Company has granted the Manager an
over-allotment option, exercisable within 30 days from the first day of
listing on Oslo Axess to cover short positions created by over-
allotments made in connection with the Offering. A separate
disclosure will be issued by the stabilisation manager on the first day
of listing regarding the over-allotment and stabilisation activities.
· 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.
· Following the Offering, the Company will have approximately
295 shareholders registered in the VPS. In accordance with the
conditions for listing as determined by the board of Oslo Stock
Exchange, the Company will satisfy the requirement for a free float of
25% of the shares registered in the VPS prior to the first day of listing.
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.
For further information, please contact:
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
About African Petroleum Corporation Limited
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 fast-
emerging 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
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 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.