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
28 May 2014 - Reference is made to the announcement
made by African Petroleum Corporation Limited
("African Petroleum Corporation" or the "Company") on
21 May 2014 regarding completion of its initial public
offering of the Company's shares on Oslo Axess (the
"Offering") and the announcement made by the Company
on 26 May 2014 regarding the increase of the order
made by one of the institutional investors in the
Offering, increasing the Offering to a total of
37,378,820 new shares to be issued by the Company in
accordance with the terms of the Offering as set out
in the Prospectus dated 9 May 2014 (excluding the
over-allotted shares).
The 37,378,820 shares allocated in the Offering (i.e.
excluding the over-allotted shares) have today been
registered in the Company's sub-register in Australia,
Clearing House Electronic Sub-register System
("Chess"), and registered in the VPS as depository
receipts, resulting in the Company having a total of
685,857,456 shares in issue. The shares have no par value.
Trading on Oslo Axess is expected to commence at 9.00
AM (CET) on 30 May 2014 under the ticker symbol "APCL".
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.