5th Nov 2009 07:00
5 November 2009
MAPLE ENERGY PLC
("Maple" or the "Company")
Maple Successfully Obtains US$30 Million
Firm Commitment Equity Financing
Maple Energy plc (AIM: MPLE; LIMA: MPLE), an integrated energy company with assets in Peru, has entered into a standby equity distribution agreement (the "SEDA") with YA Global Master SPV Ltd ("Yorkville"), an affiliate of Yorkville Advisors LLC, an international investment group headquartered in the United States.
Yorkville has agreed to a firm commitment to subscribe for up to US$30 million of the Company's ordinary shares ("Ordinary Shares"), subject to the other terms and conditions within the SEDA (the "Firm Commitment"). The SEDA allows Maple to draw down funds in tranches - at its own discretion and for a period not to exceed 30 months - in exchange for the issue of new equity under the terms outlined in the appendices below.
Furthermore, as part of the SEDA, Yorkville has also subscribed for 247,933 Ordinary Shares (the "Subscription Shares") at a purchase price of US$0.01 per Ordinary Share. Application has been made to the London Stock Exchange for the Subscription Shares to be admitted to trading on AIM. It is expected that admission will become effective and that trading will commence on 10 November 2009. Following the issue of the Subscription Shares, Maple's total issued ordinary share capital will be 89,494,987 Ordinary Shares.
Maple has entered into the SEDA, and intends to use any proceeds generated as a means of raising additional working capital, including for the Ethanol Project, and for general corporate purposes.
Concurrent with the execution of the SEDA, Yorkville entered into a share lending agreement ("Share Lending Agreement") with Maple's chief executive officer, Rex Canon, and Interline Enterprise S.L.U., which is beneficially owned by Carlos A. de la Guerra Sison, an executive director of the Company (the "Shareholders"), whereby Yorkville will borrow up to 819,672 Ordinary Shares from the Shareholders for the term of the SEDA.
Rex Canon, CEO of Maple Energy, commented today:
"We are very pleased to announce this firm commitment financing with Yorkville. The facility is entirely discretionary and can be drawn upon as required or desired giving Maple certainty and flexibility of funding. Furthermore, the capital can be accessed quickly and at attractive pricing enabling Maple to respond to new opportunities and funding requirements as and when they appear. As an integrated energy company, Maple has a wide range of interests and assets across Peru, including our exciting Ethanol Project, and we believe this new equity financing facility further strengthens our capital position as we seek to deliver on our strategy and enhance value for our shareholders."
For further information, please contact:
Maple Energy plc (+ 51 1 611 4000)
Jack W. Hanks, Chairman of the Board and Executive Director
Rex W. Canon, Chief Executive Officer, President and Executive Director
Jefferies International Limited: (+44 20 7029 8000)
Jack Pryde
Paul Wheeler
Schuyler Evans
Citigate Dewe Rogerson (+44 20 7638 9571)
Martin Jackson
George Cazenove
Appendices
Terms and conditions of the SEDA
Under the terms of the SEDA, subscriptions of Ordinary Shares by Yorkville will take place at timings and intervals and in quantities as determined in Maple's sole discretion, subject to certain limitations on the size of any individual subscription based upon the daily trading volume of Ordinary Shares on the Lima Stock Exchange (the "LME") and a maximum subscription amount not to exceed US$700,000 for any single subscription.
The purchase price per Ordinary Share to be paid by Yorkville shall be calculated by taking the average of the three lowest daily volume weighted average prices of the Ordinary Shares on the LME during the five trading day period immediately after Maple notifies Yorkville of a subscription request, less a five point four per cent (5.4%) discount. The term of the SEDA shall extend for a period of 24 months from the first use of the SEDA by Maple or, if earlier, 30 months after the date of the SEDA. Maple may terminate the SEDA at any time during the term of the agreement, and may be obligated to do so upon request from Rex Canon, Chief Executive Officer of Maple, or Interline Enterprise S.L.U. pursuant to the terms of an agreement between the Company and these shareholders.
In addition to the terms above, Yorkville is not permitted to short sell or enter into any hedging transactions in relation to Ordinary Shares (other than Ordinary Shares Yorkville may hold pursuant to the Share Lending Agreement), and will further not be required to subscribe for Ordinary Shares if such subscription would cause Yorkville's beneficial ownership of Ordinary Shares to exceed 2.99% of the issued Ordinary Shares (or 0.99% if Maple is in an "offer period" for purposes of the Irish Takeover Code).
There are no new significant shareholders created by the issue of the Subscription Shares. In addition to the subscription of the Subscription Shares, Maple has agreed to reimburse Yorkville for certain of the fees and expenses of its advisers incurred in connection with the subscription of Ordinary Shares under the SEDA, subject to certain limitations. Further, The Maple Companies, Limited, a direct subsidiary of Maple, shall also make a success payment of US$300,000 to Yorkville following completion of the fifth subscription by Yorkville of Ordinary Shares under the SEDA.
Share Lending Agreement
Concurrent with the execution of the SEDA, Yorkville entered into a Share Lending Agreement with the Shareholders, whereby Yorkville will borrow up to 819,672 Ordinary Shares from the Shareholders for the term of the SEDA. The loaned shares are lent free of charge, and the Shareholders retain all rights to dividend or non-cash distributions in respect of the loaned shares during the term of the SEDA. Upon termination of the Share Lending Agreement, Yorkville will be obligated to redeliver any loaned shares, or an equivalent number of loaned shares, to the Shareholders within two days of such termination. Yorkville may also terminate the Share Lending Agreement and redeliver the loaned shares at any time at its sole discretion.
Notwithstanding the Share Lending Agreement, Rex Canon and Carlos A. de la Guerra Sison, who holds his Ordinary Shares through Interline Enterprise S.L.U., hold 7,150,598 and 10,137,170 Ordinary Shares, respectively, or 8.0% and 11.3% of the issued share capital of the Company, on a non-diluted basis.
About Yorkville
Founded in January 2001, Yorkville specialises in providing flexible and cost-effective debt and equity financing to publicly listed companies worldwide. Yorkville has a broad investment mandate and the flexibility to invest across many geographies as well as sectors, including natural resources, technology media & telecommunication (TMT), healthcare, industrials and shipping. Yorkville has offices in Jersey City, New Jersey; Jupiter, Florida; London and Hong Kong. It also has joint venture agreements in Italy, Greece and Israel.
About Maple Energy
Maple is an integrated independent energy company, listed in London and Lima, with assets and operations in Peru engaging in numerous aspects of the energy industry, including:
Exploration and production of crude oil and natural gas
Refining, marketing and distribution of hydrocarbon products
The development of an ethanol project
Maple was admitted to AIM on 13 July 2007 and trades under the symbol "MPLE". The company was also admitted to the Lima Stock Exchange on 21 December 2007 where it trades under the same symbol.
Operations
Maple's operations are conducted and revenues are generated through its wholly-owned subsidiaries. Maple's principal operations consist of the following:
Crude Oil Production. Operator and holder of 100% working interests in its crude-oil producing properties, Blocks 31-B, 31-D and 31-E;
Refining, Marketing and Distribution Operations. Operator of the Pucallpa Refinery and Sales Plant, which has capacity to refine up to (i) 3,400 barrels per day of crude oil producing Residual 5 fuel oil, (ii) 3,000 barrels per day of crude oil producing Residual 6 fuel oil or (iii) 4,100 barrels per day of natural gasolines. This plant also includes sales and distribution operations in the central Peruvian jungle, central Peruvian highlands and Lima regions;
Ethanol Project. Project developer and major shareholder in an estimated US$ 222 million (excluding value-added taxes) ethanol project located in the Piura Region on the northwest coast of Peru;
Oil and Gas Exploration. Significant exploration opportunities through a:
100% working interest in Block 31-E, containing the San Roque and Cashiboya Deep prospects and the new shale gas opportunity; and
33.77% working interest in the Aguaytía Deep Prospect in Block 31-C.
Forward-Looking Statements
Statements contained in this document, particularly those regarding possible, projected, or assumed future performance and results, including growth outlook, forecasted economics, operations, production, contracting, costs, prices, earnings, returns, and potential growth, are or may include forward-looking statements. Such statements relate to future events and expectations and as such involve known and unknown risks and uncertainties. These risks and uncertainties include, among other things, market conditions, weather risks, economic and political risks, and other factors discussed in Maple's Admission Document available on the Company's website (www.maple-energy.com). Forward-looking statements are not guarantees of future performance or an assurance that Maple's current assumptions and projections are valid. Actual results, actions, and developments may differ materially from those expressed or implied by those forward-looking statements depending on a variety of factors. Furthermore, any forward -looking statements presented are expressed in good faith and are believed to have a reasonable basis as of the date of this release. These forward-looking statements speak only as at the date of this release, and Maple does not assume any obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise.
Related Shares:
MPLE.L