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INDIRECTLY, TO U.S. NEWS WIRE SERVICES OR FOR
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African Petroleum Corporation Limited (African
Petroleum Corporation" or the "Company"), an
independent oil and gas exploration company
operating ten licences in five countries offshore
West Africa, intends to carry out a private
placement to raise between NOK 76 million to NOK
115 million (approximately US$10 million to US$15
million) through the issue of new fully paid
ordinary shares to certain existing and new
investors (the "Private Placement"). FirstEnergy
Capital LLP and Mirabaud Securities LLP 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 seismic costs and
licence fees, as well as for working capital and
for general corporate purposes.
The Private Placement will be directed at a limited
number of selected investors 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"), including
in the United States to qualified institutional
buyers ("QIBs") as defined in, Rule 144A under the
U.S. Securities Act; subject to a minimum
application and allocation of an amount in NOK
equivalent to EUR 100,000 per investor.
The shares to be offered in the Private Placement
(the "Offer Shares") will be offered at a price of
NOK 0.35 (the "Offer Price"). The Offer Price has
been determined on the basis of pre-sounding
discussions with potential investors in the Private
Placement. The application period for the Private
Placement commences today, 9 February 2015, at
16:30 (CET) and will close on 10 February 2015 at
08:00 (CET). The Company, together with the Joint
Lead Managers, reserves the right to close or
extend the application period at any time at their
sole discretion, or to cancel the Private Placement
in its entirety.
Each applicant in the Private Placement will be
allocated one non-transferable option for every two
shares allocated in the Private Placement. Each
option will entitle the holder thereof to subscribe
for one new share in the Company at an exercise
price of NOK 0.75 per share. The options will have
a two-year life from the issue date and will not be
listed on any exchange.
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, including the approval of the Private
Placement by shareholders of the Company in a
general meeting which is expected to be held on or
about 16 March 2015; (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, including but
not limited to an approval from the Australian
Foreign Investment Review Board ("FIRB") if
applicable 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, 10
February 2015.
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 16 March 2015 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 and options at the same terms as in the
Private Placement, in which the Company's
shareholders holding shares through
Verdipapirsentralen ASA ("VPS") as of 9 February
2015, as registered in the VPS on 11 February 2015
(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 and
options in the Company.
For further information, please contact:
Stuart Lake, Chief Executive Officer
Stephen West, Finance Director
Tel: +44 20 3435 7700
Joint Lead Managers:
FirstEnergy Capital LLP
Tel: +44 20 7448 0200
AND
Mirabaud Securities LLP
Peter Krens
Tel: +44 20 7878 3362
Media Contacts:
For UK and International media - Buchanan
Ben Romney/Helen Chan
Tel: +44 207 466 5000
For Norwegian media - First House
Geir Arne Drangeid
Tel: +47 913 10 458
Geir Gjervan
Tel: +47 908 79 108
About African Petroleum Corporation
African Petroleum Corporation is a dynamic,
independent oil and gas exploration company
operating ten licences in five 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 30,967km2 through
its licences in Côte d'Ivoire, Liberia, Senegal,
Sierra Leone and The Gambia, the Company has
matured its portfolio rapidly, acquiring more than
18,500km2 of 3D seismic data and successfully
drilling three wells, one of which was the first
hydrocarbons discovery in the offshore Liberian
deep-water basin.
For more information about African Petroleum
Corporation, 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," "est
imate," "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 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.