2nd Aug 2006 07:13
Max Petroleum PLC02 August 2006 THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THEUNITED STATES, CANADA, AUSTRALIA, THE RUSSIAN FEDERATION OR JAPAN OR TO US,CANADIAN, AUSTRALIAN, RUSSIAN OR JAPANESE PERSONS FOR IMMEDIATE RELEASE Wednesday 02 August 2006 Max Petroleum Plc ("Max Petroleum" or the "Company") CONVERTIBLE BOND OFFERING Max Petroleum (AIM: MXP) is pleased to announce that it has today agreed theindicative terms for a private placement of Convertible Bonds due 2011 (the"Bonds") to raise at least US$65 million. The final offering size is subject toa potential increase of up to US$10 million. The Bonds will be issued at par by Max Petroleum (the "Issuer") and will carry acoupon of 6.75% payable semi-annually in arrear. The Bonds will be convertibleinto fully paid 0.01p ordinary shares of the Company and the conversion pricewill be approximately 133p. The final offering size and the final conversionprice will be confirmed by no later than 8am tomorrow, 3 August 2006. If notconverted or previously redeemed the Bonds will be redeemed at par on or about 8September 2011. The Company intends to use the net proceeds of the offering for the accelerationand expansion of its drilling program targeting intermediate leads in its A&EBlocks in Western Kazakhstan. As detailed in the Company's announcement on July20 2006, Max Petroleum is in the process of evaluating several of theseintermediate structures and intends to fast track this effort. This acceleratedintermediate programme will be carried out in parallel with the establishedshallow and deep drilling programmes on the Company's blocks. Commenting on the transaction, the Company's Executive Chairman, Jim Jeffs,said: "We are delighted with the positive response this capital raising has receivedand welcome our new investors. Their investment will enable us to accelerate ourintermediate drilling program and take advantage of the extraordinaryopportunity which has presented itself to us. We have been strongly encouragedby the prospectivity of the intermediate targets in Blocks A&E, as borne out bythe extensive new 2D and 3D seismic work we have carried out over the last ninemonths, alongside our re-interpretation of existing Soviet data and theinformation we have received through our co-operation agreement with KazmunaigasExploration & Production. With the proceeds of this issue the Company expects to meet all of its shallow,intermediate and deep drilling commitments and objectives, through 2007, and ouraim is that the Company should be self-funding by 2008." JPMorgan Cazenove Ltd. ("JPMorgan Cazenove") is acting as sole bookrunner andplacing agent for this offering. Application will be made for the Bonds to be admitted to trading on the ChannelIslands Stock Exchange. The offering will be subject to shareholder approval, which is proposed to besought at an Extraordinary General Meeting of the Company on 24 August 2006, andto the admission of the Bonds to trading on the Channel Islands Stock Exchange.Settlement is expected to occur on or about 8 September 2006. Enquiries: Max Petroleum Steve Kappelle T: +44 (0)20 7355 9590 Peter Moss E: [email protected] JPMorgan Cazenove Ian Hannam T: +44 (0) 207 325 1000 Robert Stafler E: [email protected] WH Ireland Ltd Paul Dudley T: +44 (0) 20 7220 1666 E: [email protected] Pelham Public Charles Vivian T: +44 (0)20 7743 6672Relations E: [email protected] Alisdair T: +44 (0) 20 7743 6676 Haythornthwaite E: [email protected] AN OFFERING CIRCULAR WILL BE PUBLISHED IN DUE COURSE. MEMBERS OF THE GENERALPUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE SECURITIES OFFERING. THE SECURITIESARE NOT AND WILL NOT BE OFFERED OTHER THAN TO PERSONS WHO TRADE OR INVEST INSECURITIES IN THE CONDUCT OF THEIR PROFESSION OR TRADE (WHICH INCLUDES BANKS,SECURITIES INTERMEDIARIES (INCLUDING DEALERS AND BROKERS), INSURANCE COMPANIES,PENSION FUNDS, OTHER INSTITUTIONAL INVESTORS AND COMMERCIAL ENTERPRISES WHICH ASAN ANCILLARY ACTIVITY REGULARLY INVEST IN SECURITIES). IN THE UNITED KINGDOM,THE PROMOTION OF THIS OFFERING IS RESTRICTED BY SECTION 21 OF THE FINANCIALSERVICES AND MARKETS ACT 2000 ("FSMA"). THIS ANNOUNCEMENT, IN SO FAR AS ITCONSTITUTES AN INVITATION OR INDUCEMENT TO PARTICIPATE IN THE SECURITIESOFFERING, IS DIRECTED EXCLUSIVELY AT (A) PERSONS WHO HAVE PROFESSIONALEXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5)(INVESTMENT PROFESSIONALS) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000(FINANCIAL PROMOTION) ORDER 2005 ) ("THE ORDER") OR (B) ARE PERSONS FALLINGWITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATEDASSOCIATIONS ETC) OF THE ORDER OR (C) OTHER PERSONS TO WHOM IT MAY BE DIRECTEDWITHOUT CONTRAVENTION OF SECTION 21 OF FSMA (ALL SUCH PERSONS TOGETHER BEINGREFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT, IN SO FAR AS ITCONSTITUTES AN INVITATION OR INDUCEMENT TO PARTICIPATE IN THE OFFERING, MUST NOTBE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENTOR INVESTMENT ACTIVITY TO WHICH THIS COMMUNICATION RELATES IS AVAILABLE ONLY TORELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THISDOCUMENT DOES NOT CONSTITUTE AN OFFER OF ANY SECURITIES FOR SALE. JPMORGAN CAZENOVE LTD IS ACTING FOR THE ISSUER AND NO ONE ELSE IN CONNECTIONWITH THE OFFER OF THE SECURITIES AND WILL NOT BE RESPONSIBLE TO ANY OTHER PERSONFOR PROVIDING THE PROTECTIONS AFFORDED TO ITS CLIENTS, OR FOR PROVIDING ADVICEIN RELATION TO THE PROPOSED OFFER. NEITHER THE SECURITIES NOR THE GUARANTEE OFTHE BONDS NOR THE SHARES DELIVERABLE ON CONVERSION OF THE BONDS HAVE BEEN, NORWILL THEY BE, REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE"US SECURITIES ACT") AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES ORTO US PERSONS (AS DEFINED IN REGULATION S UNDER THE US SECURITIES ACT("REGULATION S")), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOTSUBJECT TO, REGISTRATION UNDER THE US SECURITIES ACT. THERE WILL BE NO PUBLICOFFER OF THE SECURITIES IN THE UNITED STATES. THIS COMMUNICATION DOES NOTCONSTITUTE AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES, CANADA,AUSTRALIA OR JAPAN. NEITHER THIS ANNOUNCEMENT NOR ANY COPY OF IT IS FORDISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR TO ANY USPERSON (AS DEFINED IN REGULATION S) OR INTO CANADA, AUSTRALIA OR JAPAN. ANYFAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF US,CANADIAN, AUSTRALIAN OR JAPANESE SECURITIES LAWS. REGULATION S RESTRICTIONS APPLY, NO OFFER IS BEING MADE IN OR INTO THE US OR TOOR FOR THE BENEFIT OF US PERSONS (AS DEFINED IN REGULATION S). This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
MXP.L