Wentworth Resources Limited : Accelerated bookbuild to raise approximately US$5.5 million
THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED HEREIN
IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR
IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN, JERSEY, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT
CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY,
SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW ORDINARY SHARES OF WENTWORTH
RESOURCES LIMITED IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION
WOULD BE UNLAWFUL.
16 May 2017
Wentworth Resources Limited
Accelerated bookbuild to raise approximately US$5.5 million
Wentworth Resources Limited ("Wentworth" or the "Company"), the Oslo Stock
Exchange (OSE: WRL) and AIM (AIM: WRL) listed independent, East Africa focused
oil and gas company, is pleased to announce its intention to conduct a private
placement with institutional investors and certain existing shareholders (the
"Private Placement") to raise gross proceeds of approximately US$5.5 million
(GBP 4.2 million, NOK 46.3 million). The Private Placement is being conducted
through an accelerated bookbuild process which will be launched immediately
following this announcement.
Stifel and GMP FirstEnergy have been appointed as Joint Bookrunners in respect
of the Private Placement.
Highlights
* The Private Placement is expected to raise gross proceeds of approximately
US$5.5 million (GBP 4.2 million, 46.3 NOK million) through the issue of up
to 16,953,496 new Common Shares of no par value (the "Placement Shares") at
a price of 25 pence (0.32 US$, 2.73 NOK) per Placement Share (the "Placing
Price"). The Placement Shares represent up to 9.99% of the Company's issued
share capital. The Placing Price represents a discount of approximately 7.7
per cent. to the VWAP of the existing Common Shares on AIM of 27.1 pence on
16 May 2017 and of approximately 13.0 per cent. to the VWAP of the existing
Common Shares on the Oslo Stock Exchange of 3.1 NOK on 16 May 2017 (being
the latest practicable trading period prior to the date of this
announcement).
* The net proceeds will be used in order to advance the Tembo appraisal
program in Mozambique, as detailed in the Operational Update provided by the
Company on 10 April 2017 as well as provide general working capital.
* The Private Placement represents a quick and efficient method of raising
funds necessary to provide the Company with required funding for the
upcoming Mozambique appraisal programme and working capital which, based on
the Company's current cost estimates, and taking into account the existing
cash resources of the Company of US$500,000 as at 28 April 2017, will be
sufficient to meet the Company's obligations up to the point where there is
a potential step-up in gas demand in Tanzania in 2018.
* The final number of Placement Shares to be placed will be agreed by the
Company and the Joint Bookrunners at the close of the bookbuild process, and
the results of the Private Placement will be announced as soon as
practicable thereafter. The timing for the close of the bookbuild process
will be at the absolute discretion of the Joint Bookrunners.
* The Company has considered various transaction structures in order to secure
the required capital. Having regard to the amount proposed to be raised and
the increased time and transaction costs associated with a wider offer to
shareholders, as well as the need to attract new investors in order to
secure the funding, the Directors consider the Private Placement to be in
the best interest of the Company so as to secure the proposed funding in the
most cost effective and timely manner.
* The Company has set in place a process to ensure that shareholders being
approached to participate in the Private Placement are approached based on
the objective criteria of size of shareholding in order to make sure all
larger holders to the extent practically possible are given the opportunity
to participate.
* Furthermore, the Private Placement is a limited size placing and the Placing
Price represents a limited discount to the market price of the Company's
shares trading on AIM and on the OSE and as such existing shareholders will
suffer a modest dilution to their holdings. Existing shareholders who do not
participate in the Private Placement should be able to access the public
markets given the liquidity in those markets should they wish to maintain
their ownership percentage. The Company does not anticipate any change to
the relative balance of influence among the Company's shareholders as a
result of the Private Placement.
* Based on the above, it is considered necessary and in the common interest of
the Company and its shareholders to raise equity through the Private
Placement. At this time, the Company does not consider it to be in the best
interests of the Company and its shareholders to conduct a subsequent repair
offering, due to the size of the Private Placement, the expected ability to
acquire shares in the public market after the Private Placement and the
costs involved with a repair offering.
About Wentworth Resources
Wentworth Resources is a publicly traded (OSE:WRL, AIM:WRL), independent oil &
gas company with: natural gas production; exploration and appraisal
opportunities; and large-scale gas monetisation initiatives, all in the Rovuma
Delta Basin of coastal southern Tanzania and northern Mozambique.
An updated Corporate Presentation will shortly be uploaded to the Company's
website at http://www.wentworthresources.com/presentations.php
Enquiries:
Wentworth Geoffrey Bury, gpb@wentworthresources.com
Managing Director +1 403 993 4450
Lance Mierendorf, lance.mierendorf@wentworthresources.com
Chief Financial +1 403 680 8773
Officer
Katherine Roe katherine.roe@wentworthresources.com
Vice President +44 7841 087 230
Corporate
Development and
Investor
Relations
Crux Advisers Investor Relations +47 909 808 48
Adviser
(Norway)
Carl Bachke
Stifel Nicolaus AIM Nominated +44 (0) 20 7710 7600
Europe Limited Adviser and Broker
(UK)
Callum Stewart
Ashton Clanfield
GMP FirstEnergy Broker (UK) +44 (0) 20 7448 0200
Hugh Sanderson
David van Erp
FTI Consulting Investor Relations +44 (0) 20 3727 1000
Adviser (UK)
Edward Westropp
Kim Camilleri
The Market Abuse Regulation ("MAR") became effective from 3 July 2016. Market
soundings, as defined in MAR, were taken in respect of the Private Placement
with the result that certain persons became aware of inside information, as
permitted by MAR. That inside information is set out in this announcement and
has been disclosed as soon as possible in accordance with paragraph 7 of article
17 of MAR. Therefore, those persons that received inside information in a market
sounding are no longer in possession of inside information relating to the
Company and its securities.
Cautionary note regarding forward-looking statements
This announcement may contain certain forward-looking information. The words
"expect", "anticipate", believe", "estimate", "may", "will", "should", "intend",
"forecast", "plan", and similar expressions are used to identify forward looking
information.
The forward-looking statements contained in this announcement are based on
management's beliefs, estimates and opinions on the date the statements are made
in light of management's experience, current conditions and expected future
development in the areas in which Wentworth is currently active and other
factors management believes are appropriate in the circumstances. Wentworth
undertakes no obligation to update publicly or revise any forward-looking
statements or information, whether as a result of new information, future events
or otherwise, unless required by applicable law.
Readers are cautioned not to place undue reliance on forward-looking
information. By their nature, forward-looking statements are subject to numerous
assumptions, risks and uncertainties that contribute to the possibility that the
predicted outcome will not occur, including some of which are beyond Wentworth's
control. These assumptions and risks include, but are not limited to: the risks
associated with the oil and gas industry in general such as operational risks in
exploration, development and production, delays or changes in plans with respect
to exploration or development projects or capital expenditures, the imprecision
of resource and reserve estimates, assumptions regarding the timing and costs
relating to production and development as well as the availability and price of
labour and equipment, volatility of and assumptions regarding commodity prices
and exchange rates, marketing and transportation risks, environmental risks,
competition, the ability to access sufficient capital from internal and external
sources and changes in applicable law. Additionally, there are economic,
political, social and other risks inherent in carrying on business in Tanzania
and Mozambique. There can be no assurance that forward-looking statements will
prove to be accurate as actual results and future events could vary or differ
materially from those anticipated in such statements. See Wentworth's
Management's Discussion and Analysis for the year ended December 31, 2016,
available on Wentworth's website, for further description of the risks and
uncertainties associated with Wentworth's business.
Important Information
Neither the content of Wentworth's website nor any website accessible by
hyperlinks on Wentworth's website is incorporated in, or forms part of, this
announcement.
This announcement does not constitute or form part of any offer or invitation to
sell or issue, or any solicitation of any offer to purchase or subscribe for,
any Placement Shares, nor shall it (or any part of it), or the fact of its
distribution, form the basis of, or be relied on in connection with or act as
any inducement to enter into, any contract or commitment whatsoever with respect
to the Private Placement or otherwise.
The distribution of this announcement and the offering of the Placement Shares
in certain jurisdictions may be restricted by law. No action has been taken by
the Company or Stifel Nicolaus Europe Limited or GMP FirstEnergy that would
permit an offering of such shares or possession or distribution of this
announcement or any other offering or publicity material relating to such shares
in any jurisdiction where action for that purpose is required. Persons into
whose possession this announcement comes are required by the Company, Stifel
Nicolaus Europe Limited and GMP FirstEnergy to inform themselves about, and to
observe, such restrictions. In particular, this announcement should not be
distributed, forwarded to, or transmitted in or into the United States, Canada,
Japan, Australia or the Republic of South Africa.
Stifel Nicolaus Europe Limited, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting as nominated adviser and
joint bookrunner to the Company in connection with the Private Placement. Its
responsibilities as the Company's nominated adviser under the AIM Rules are owed
solely to the London Stock Exchange and are not owed to the Company or to any
Director or to any other person in respect of his decision to acquire shares in
the Company in reliance on any part of this announcement. Stifel Nicolaus
Europe Limited is acting exclusively for the Company and for no one else in
connection with the Private Placement. Stifel Nicolaus Europe Limited will not
regard any other person (whether or not a recipient of this announcement) as its
customer in relation to the Private Placement and will not be responsible to any
other person for providing the protections afforded to customers of Stifel
Nicolaus Europe Limited or for providing advice in relation to the Private
Placement or any transaction or arrangement referred to in this announcement.
GMP FirstEnergy is acting as joint bookrunner in connection with the Private
Placement. GMP FirstEnergy is authorised and regulated in the United Kingdom by
the Financial Conduct Authority. GMP FirstEnergy is acting exclusively for the
Company and for no one else in connection with the Private Placement. GMP
FirstEnergy will not regard any other person (whether or not a recipient of this
announcement) as a customer in relation to the Private Placement and will not be
responsible to any other person for providing the protections afforded to the
customers of GMP FirstEnergy or for providing advice in relation to the Private
Placement or any transaction or arrangement referred to in this announcement.
Notice
Neither the Oslo Stock Exchange nor the AIM Market of the London Stock Exchange
has reviewed this announcement and neither accepts responsibility for the
adequacy or accuracy of this announcement.
This information is subject of the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.
IMPORTANT NOTICES
This announcement is for information only and does not constitute or form part
of an offer or invitation to underwrite, subscribe for or otherwise acquire or
dispose of any securities or investment advice in any jurisdiction.
THIS ANNOUNCEMENT IS NOT INTENDED, AND SHOULD NOT BE CONSTRUED, AS AN OFFER OF
SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION. SECURITIES
MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN
EXEMPTION FROM REGISTRATION. THE SECURITIES OF THE COMPANY DESCRIBED HEREIN HAVE
NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS
AMENDED (THE "US SECURITIES ACT"), OR THE LAWS OF ANY STATE OF THE UNITED STATES
OR ANY JURISDICTION THEREOF, AND MAY NOT BE OFFERED, SOLD, RE-SOLD, TRANSFERRED
OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, ABSENT
REGISTRATION OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
TO, THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT AND IN COMPLIANCE
WITH THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION IN THE UNITED
STATES.
The distribution of this announcement and the Private Placement of the Placement
Shares as set out in this announcement in certain jurisdictions may be
restricted by law. No action has been taken that would permit an offering of
such shares or possession or distribution of this announcement or any other
offering or publicity material relating to such shares in any jurisdiction where
action for that purpose is required. Persons into whose possession this
announcement comes are required by the Company to inform themselves about, and
to observe, such restrictions. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such jurisdiction.
This communication does not constitute an offer of securities to the public in
the United States, the United Kingdom or in any other jurisdiction. There will
be no public offer of securities in the United States, United Kingdom or in any
other jurisdiction. This communication is directed only at persons (i) having
professional experience in matters relating to investments who fall within the
definition of "investment professionals" in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"),
(ii) who are high net worth companies, unincorporated associations and other
persons to whom it may lawfully be communicated in accordance with Article
49(2)(a) to (d) of the Order, or (iii) other persons to whom it may lawfully be
communicated (all such persons together being referred to as "relevant
persons"). Any investment activity in connection with the Private Placement will
only be available to, and will only be engaged with, relevant persons. Any
person who is not a relevant person should not act or rely on this announcement
or any of its contents.
In member states of the European Economic Area, this announcement is only
addressed to and directed at persons who are "qualified investors" within the
meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC
(and amendments thereto, including the 2010 PD Amending Directive, to the extent
implemented in the Relevant Member State) and includes any relevant implementing
measure in each Relevant Member State).
This announcement includes statements that are, or may be deemed to be,
"forward-looking statements", including within the meaning of Section 27A of the
US Securities Act and Section 21E of the US Securities Exchange Act of 1934.
These forward-looking statements are based on the Company's current expectations
and projections about future events and can be identified by the use of a date
in the future or forward-looking terminology, including, but not limited to, the
terms "may", "believes", "estimates", "plans", "aims", "targets", "projects",
"anticipates", "expects", "intends", "will", "could" or "should" or, in each
case, their negative or other variations or comparable terminology. These
forward-looking statements include matters that are not historical facts and
include statements regarding the Company's intentions, beliefs or current
expectations. They are not guarantees of future performance. By their nature,
forward-looking statements involve risk and uncertainty because they relate to
future events and circumstances. A number of factors could cause actual results
and developments to differ materially from those expressed or implied by the
forward-looking statements. Any forward-looking statements in this announcement
reflect the Company's view with respect to future events as at the date of this
announcement and are subject to risks relating to future events and the
Company's operations, results of operations, financial condition, growth,
strategy, liquidity and the industry in which the Company operates. No
assurances can be given that the forward-looking statements in this announcement
will be realised. Neither the Company, Stifel nor GMP FirstEnergy undertake any
obligation nor do they intend to revise or update any forward-looking statements
in this announcement to reflect events or circumstances after the date of this
announcement (except, in the case of the Company, to the extent required by the
Financial Conduct Authority (the "FCA"), the London Stock Exchange or by
applicable law, the AIM Rules or the Disclosure Rules and Transparency Rules).
None of the future projections, expectations, estimates or prospects in this
announcement should be taken as forecasts or promises nor should they be taken
as implying any indication, assurance or guarantee that the assumptions on which
such future projections, expectations, estimates or prospects have been prepared
are correct or exhaustive or, in the case of the assumptions, fully stated in
the announcement. As a result of these risks, uncertainties and assumptions,
prospective investors should not place undue reliance on these forward-looking
statements as a prediction of actual results or otherwise. The Company
undertakes no obligation to update the forward-looking statements in this
announcement or any other forward-looking statements it may make. Forward-
looking statements in this announcement are current only as of the date on which
such statements are made.
This announcement has been issued by, and is the sole responsibility of, the
Company. This announcement is for information only and does not constitute an
offer or invitation to underwrite, subscribe for or otherwise acquire or dispose
of any securities or investment advice in any jurisdiction in which such an
offer or solicitation is unlawful, including without limitation, the United
States, Australia, Canada, Japan, Jersey or South Africa. Any failure to comply
with these restrictions may constitute a violation of the securities laws of
such jurisdictions. Persons needing advice should consult an independent
financial adviser.
Neither Stifel nor GMP FirstEnergy nor any of their respective affiliates,
parent undertakings, subsidiary undertakings or subsidiaries of their parent
undertakings nor any of their respective directors, officers, employees or
advisers nor any other person accepts any responsibility whatsoever and makes no
representation or warranty, express or implied, for or in respect of the
contents of this announcement and, without prejudice to the generality of the
foregoing, no responsibility or liability is accepted by any of them for any
such information or opinions or for any errors or omissions.
Stifel, which is regulated by the FCA in the United Kingdom, is acting solely
for the Company in relation to the Private Placement and nobody else and will
not be responsible to anyone other than the Company for providing the
protections afforded to the clients of Stifel nor for providing advice in
relation to the Private Placement or any other matter referred to in this
announcement. Apart from the responsibilities and liabilities, if any, which may
be imposed upon Stifel by the Financial Services and Markets Act 2000 or the
regulatory regime established thereunder, Stifel does not accept any
responsibility whatsoever or make any representation or warranty, express or
implied, concerning the contents of this announcement, including its accuracy,
completeness or verification, or concerning any other statement made or
purported to be made by it, or on its behalf, in connection with the Company,
the Placement Shares or the Private Placement and nothing in this announcement
is, or shall be relied upon as, a promise or representation in this respect,
whether as to the past or future. Stifel accordingly disclaims, to the fullest
extent permitted by law, all and any responsibility and liability whether
arising in tort, contract or otherwise (save as referred to herein) which it
might otherwise have in respect of this announcement or any such statement.
GMP FirstEnergy, which is regulated by the FCA in the United Kingdom, is acting
solely for the Company in relation to the Private Placement and nobody else and
will not be responsible to anyone other than the Company for providing the
protections afforded to the clients of GMP FirstEnergy nor for providing advice
in relation to the Private Placement or any other matter referred to in this
announcement. Apart from the responsibilities and liabilities, if any, which may
be imposed upon GMP FirstEnergy by the Financial Services and Markets Act 2000
or the regulatory regime established thereunder, GMP FirstEnergy does not accept
any responsibility whatsoever or make any representation or warranty, express or
implied, concerning the contents of this announcement, including its accuracy,
completeness or verification, or concerning any other statement made or
purported to be made by it, or on its behalf, in connection with the Company,
the Placement Shares or the Private Placement and nothing in this announcement
is, or shall be relied upon as, a promise or representation in this respect,
whether as to the past or future. GMP FirstEnergy accordingly disclaims, to the
fullest extent permitted by law, all and any responsibility and liability
whether arising in tort, contract or otherwise (save as referred to herein)
which it might otherwise have in respect of this announcement or any such
statement.
Any indication in this announcement of the price at which Placement Shares have
been bought or sold in the past cannot be relied upon as a guide to future
performance. No statement in this announcement is intended to be a profit
forecast and no statement in this announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial years
would necessarily match or exceed the historical published earnings per share of
the Company. The price of Placement Shares and the income from them may go down
as well as up and investors may not get back the full amount invested on
disposal of the Placement Shares.
The Placement Shares will not be admitted to trading on any stock exchange other
than the London Stock Exchange and the Oslo Stock Exchange. Neither the Oslo
Stock Exchange nor the AIM Market of the London Stock Exchange has reviewed this
announcement and neither accepts responsibility for the adequacy or accuracy of
this announcement.
Neither the content of the Company's website (or any other website) nor any
website accessible by hyperlinks to the Company's website is incorporated in, or
forms part of, this announcement.
This information is subject to the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.
APPENDIX: TERMS AND CONDITIONS
IMPORTANT INFORMATION REGARDING THE PLACEMENT FOR INVITED PLACEES ONLY
THIS APPENDIX CONTAINS IMPORTANT INFORMATION FOR PLACEES (AS DEFINED BELOW).
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACEMENT. THIS
ANNOUNCEMENT AND THIS APPENDIX ARE FOR INFORMATION PURPOSES ONLY, AND THE TERMS
SET OUT HEREIN ARE DIRECTED ONLY AT PERSONS: (A) WHO IF IN THE UNITED KINGDOM,
HAVE BEEN SELECTED BY THE RELEVANT BROKER AND WHO HAVE PROFESSIONAL EXPERIENCE
IN MATTERS RELATING TO INVESTMENTS AND ARE "INVESTMENT PROFESSIONALS" WITHIN THE
MEANING OF ARTICLE 19 (5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER") OR ARE PERSONS
FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC.") OF THE ORDER; (B) WHO, IF IN A MEMBER STATE
OF THE EUROPEAN ECONOMIC AREA, ARE "QUALIFIED INVESTORS" (AS DEFINED IN ARTICLE
2(1)(E) OF EU DIRECTIVE 2003/71/EC OF THE EUROPEAN PARLIAMENT AND THE COUNCIL OF
4 NOVEMBER 2003 (TOGETHER WITH ANY IMPLEMENTING DIRECTIVE MEASURE IN SUCH MEMBER
STATES, THE "PROSPECTUS DIRECTIVE")); (C) WHO, IF IN THE UNITED STATES, ARE
"QUALIFIED INSTITUTIONAL BUYERS" AS DEFINED IN RULE 144A UNDER THE US SECURITIES
ACT; OR (D) ARE OTHERWISE PERSONS TO WHOM IT MAY LAWFULLY BE COMMUNICATED (ALL
SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). ALL PLACEES
WORLDWIDE MUST BE "ACCREDITED INVESTORS" WITHIN THE MEANING OF CANADIAN
SECURITIES LAWS AND MUST COMPLETE AND EXECUTE AN ACCREDITED INVESTOR
REPRESENTATION LETTER. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THE TERMS
AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL
BE ENGAGED IN ONLY WITH SUCH PERSONS.
Terms of the Placement
If a person chooses to participate in the Placement by making or accepting an
offer to acquire Placement Shares (each such person whose participation is
accepted by the Relevant Broker in accordance with this appendix being
hereinafter referred to as a "Placee" and together, as the "Placees") it will be
deemed to represent and warrant that it has read and understood this
announcement and this appendix in its entirety and to be making or accepting
such offer on the terms and conditions, and to be providing the representations,
warranties, acknowledgements, agreements and undertakings, contained in this
appendix.
The Placement Shares referred to in this announcement have not been, and will
not be, registered under the US Securities Act or under the securities
legislation of any state of the United States. Furthermore, the Placement Shares
have not been recommended by any US federal or state securities commission or
regulatory authority, nor have any of the foregoing authorities passed upon or
endorsed the merits of the Placement or confirmed the accuracy or determined the
adequacy of this announcement. Any representation to the contrary is a criminal
offence in the United States. This appendix is not an offer of securities for
sale in the United States, and the Placement Shares may not be offered or sold
in the United States absent the registration of the Placement Shares under the
US Securities Act, or an exemption therefrom, or in a transaction not subject
to, the registration requirements of the US Securities Act. There will be no
public offer of the Placement Shares in the United States.
The Placement Shares will not be lodged with or registered by the Australian
Securities and Investments Commission and are not being offered for subscription
or sale and may not be directly or indirectly offered, sold, taken up,
transferred or delivered in or into Australia or to or for the account or
benefit of any person or corporation in (or with a registered address in)
Australia. The relevant clearances have not been, and will not be obtained from
the Ministry of Finance of Japan and no circular in relation to the Placement
Shares has been or will be lodged with or registered by the Ministry of Finance
of Japan. The Placement Shares may not therefore be offered, taken up,
transferred or sold, directly or indirectly, in or into Japan, its territories
and possessions and any areas subject to its jurisdiction or to any resident of
Japan.
This announcement and appendix do not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for Placement Shares in any
jurisdiction in which such offer or solicitation is or may be unlawful. The
distribution of this announcement and the Placement and issue of the Placement
Shares in certain jurisdictions may be restricted by law. No action has been
taken by the Company or the Brokers that would permit an offering of such
securities or possession or distribution of this announcement or any other
offering or publicity material relating to such securities in any jurisdiction
where action for that purposes is required. Persons to whose attention this
announcement has been drawn are required by the Company and the Brokers to
inform themselves about and to observe any such restrictions.
The price of securities and the income from them may go down as well as up and
investors may not get back the full amount on disposal of the securities.
Any indication in this announcement of the price at which Common Shares have
been bought or sold in the past cannot be relied upon as a guide to future
performance. No statement in this announcement is intended to be a profit
forecast and no statement in this announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial years
would necessarily match or exceed the historical published earnings per share of
the Company.
The Placement Shares will not be admitted to trading on any stock exchange other
than the AIM Market of the London Stock Exchange and the Oslo Børs.
Persons (including, without limitation, nominees and trustee) who have a
contractual or other legal obligation to forward a copy of this announcement
should seek appropriate advice before taking any action.
Each Placee should consult with its own advisers as to legal, tax, business and
related aspects of a purchase of Placement Shares.
1. The Brokers will arrange the Placement as agents for and on behalf of the
Company. Participation will only be available to persons invited to
participate by the Brokers. The Brokers will, following consultation with
the Company, determine in their absolute discretion the extent of each
Placee's participation in the Placement, which will not necessarily be the
same for each Placee.
2. The price payable per new Common Share shall be the Placing Price.
3. A Placee's commitment to subscribe for a fixed number of Placement Shares
will be agreed with and confirmed to it orally by the Relevant Broker and
a contract note (a "Contract Note") will be despatched as soon as possible
thereafter or a subscription letter will be despatched to the relevant
Placee. The oral confirmation to the Placee by the Relevant Broker
constitutes an irrevocable, legally binding contractual commitment to the
Relevant Broker (as agent for the Company) to subscribe for the number of
Placement Shares allocated to it on the terms set out in this appendix.
4. Commissions will not be paid to Placees in connection with the Placement.
5. The Brokers have the right, inter alia, to terminate the agreement entered
into between the Brokers and the Company in connection with the Placement
(the "Placing Agreement") at any time prior to Admission if, inter alia,
(i) there has been any material breach of the warranties, undertakings or
other obligations on the part of the Company contained in the Placing
Agreement; or (ii) there occurs an event of force majeure. If the Placing
Agreement is terminated prior to Admission, the Placement will lapse and
the rights and obligations of the Placees hereunder shall cease and
determine at such time and no claim can be made by any Placee in respect
thereof. In such event, all monies (if any) paid by the Placees to the
Relevant Broker at such time shall be returned to the Placees at their
sole risk without any obligation on the part of the Company or the
Relevant Broker or any of their respective affiliates to account to the
Placees for any interest earned on such funds. The Placees acknowledge and
agree that the Company and the Brokers may, at their sole discretion,
exercise their contractual rights to waive or to extend the time and/or
date for fulfilment of any of the conditions in the Placing Agreement. Any
such extension or waiver will not affect Placees' commitments.
6. The Brokers are acting exclusively for the Company and no one else in
connection with the matters referred to in this announcement and will not
be responsible to anyone other than the Company for providing the
protections afforded to the customers of the Brokers or for providing
advice in relation to the matters described in this announcement. The
Brokers shall not have any liability to any Placee nor shall they owe any
Placee fiduciary duties in respect of any claim they may have under the
Placing Agreement (or to any other person whether acting on behalf of a
Placee or otherwise) in respect of the exercise of their contractual
rights to waive or to extend the time and/or date for the satisfaction of
any condition in the Placing Agreement or in respect of termination of the
Placing Agreement or in respect of the Placement generally.
7. Each Placee acknowledges to, and agrees with, the Brokers for themselves
and as agents for the Company, that except in relation to the information
in this announcement, it has relied on its own investigation of the
business, financial or other position of the Company in deciding to
participate in the Placement.
8. Settlement of transactions in the Placement Shares following Admission
will take place within CREST, subject to certain exceptions. The Brokers
reserve the right to require settlement for and delivery of the Placement
Shares to the Placees in such other means that it deems necessary if
delivery or settlement is not possible within CREST within the timetable
set out in this announcement or would not be consistent with the
regulatory requirements in the jurisdictions of such Placees.
9. It is expected that settlement of the Placement will occur on 19 May
2017, on which date each Placee must settle the full amount owed by it in
respect of the Placement Shares allocated to it. The Relevant Broker may
(after consultation with the Company) specify a later settlement date (or
dates) at its absolute discretion. Payment must be made in cleared funds.
The payment instructions for settlement in CREST and settlement outside of
CREST will be notified to each Placee by the Relevant Broker. The trade
date of the Placement Shares is 17 May 2017. Interest is chargeable daily
on payments to the extent that value is received after the due date at the
rate per annum of 2 percentage points above the Barclays Bank plc base
rate. If a Placee does not comply with these obligations, the Relevant
Broker may sell the Placement Shares allocated to such Placee (as agent
for such Placee) and retain from the proceeds, for its own account, an
amount equal to the Placing Price plus any interest due. The relevant
Placee will, however, remain liable, inter alia, for any shortfall below
the Placing Price and it may be required to bear any stamp duty or stamp
duty reserve tax (together with any interest or penalties) which may arise
upon the sale of its Placement Shares on its behalf. Time shall be of the
essence as regards the obligations of Placees to settle payment for the
Placement Shares and to comply with their other obligations under this
appendix.
10. If Placement Shares are to be delivered to a custodian or settlement agent
of a Placee, the relevant Placee should ensure that its Contract Note is
copied and delivered immediately to the relevant person within that
organisation. Insofar as Placement Shares are to be registered in the name
of a Placee or that of its nominee or in the name of any person for whom
the Placee is contracting as agent or that of a nominee for such person,
such Placement Shares will, subject as provided below, be so registered
free from any liability to UK stamp duty or stamp duty reserve tax.
Placees should match the CREST details as soon as possible or if using a
settlement agent they should instruct their agent to do so. Failure to do
so could result in a CREST Settlement fine.
This information is subject to the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.