2nd Nov 2012 11:26
For Immediate Release
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND, JAPAN, NEW ZEALAND OR ANY OTHER JURISDICTION. TO DO SO WOULD CONSTITUTE A BREACH OF THE RELEVANT SECURITIES LAWS OF SUCH JURISDICTION.
This announcement does not constitute a prospectus or offering memorandum or an offer in respect of any securities and is not intended to provide the basis for any decision in respect of Kea Petroleum plc or other evaluation of any securities of Kea Petroleum plc or any other entity and should not be considered as a recommendation that any investor should subscribe for or purchase any such securities.
2 November 2012
Kea Petroleum plc
("Kea" or the "Company")
Equity Placing
Reserves and Resources update
Kea Petroleum plc (AIM:KEA) is pleased to announce that the Company has successfully raised gross proceeds of £7 million through the issue of 87,500,000 new ordinary shares (the "Placing Shares") at an issue price of 8 pence per share, representing 16.0% of the Company's current issued share capital (the "Placing"). The placing price represents a 13.5% discount to the close on 1 November 2012, being the last trading day before this Announcement.
This summary should be read in conjunction with, and is subject to, the full text of this Announcement. The Appendices to this Announcement (which form part of this Announcement) include the terms and conditions of the Placing.
The proceeds of the Placing will finance the drilling and testing of an additional two wells in the Puka area and the completion of 50km2 of 3D seismic over the area. The seismic will help locate further appraisal and development wells at Puka with the objective of increasing production.
The Company has recently carried out an internal review of its prospects and leads. The results of this review, which contain revised resource estimates, are included in an updated Company presentation which can be viewed on the Company's website www.keapetroleum.com. The Directors intend to commission a Competent Persons Report on Kea's prospects during 2013 following the completion of the Mauku-1 and Puka-2 wells and the interpretation of the upcoming Puka and Mercury 3D seismic surveys.
Application has been made for the Placing Shares to be admitted to trading on AIM and dealings are expected to commence at 8.00 a.m. on 8 November 2012.
The Placing Shares will, when issued, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive dividends and other distributions declared following Admission.
The Company's enlarged share capital immediately following the Placing will be 635,567,500 Ordinary Shares. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Disclosure and Transparency Rules.
RBC Capital Markets and WH Ireland acted as Joint Bookrunners on the placement.
Kea Chairman Ian Gowrie-Smith says:
" I welcome our new shareholders to Kea at this exciting point as we transition into a full-scale production company. The additional working capital provides Kea with the resources to rapidly expand output. "
An updated Company presentation can be viewed on the Company's website www.keapetroleum.com.
To learn more about Kea Petroleum, visit: www.keapetroleum.com or contact:
Kea Petroleum plc David Lees, Executive Director
| Tel: +44 (0)20 7340 9970
|
RBC Capital Markets (NOMAD) Stephen Foss Daniel Conti
| Tel: +44 (0)20 7653 4000
|
WH Ireland Limited James Joyce Nick Field
| Tel: +44 (0)20 7220 1666 |
Buchanan Tim Anderson Sophie Cowles
| Tel: +44 (0)20 7466 5000 |
Notes to Editors:
Kea Petroleum is an AIM listed oil and gas exploration company with interests in four petroleum exploration permits in the Taranaki Basin of New Zealand. Kea listed on the London AIM market in February 2010.
IMPORTANT NOTICES
This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition and performance and which involve a number of risks and uncertainties. Kea cautions readers that no forward-looking statement is a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", or other words of similar meaning. Examples of forward-looking statements include, amongst others, statements regarding or which make assumptions in respect of the future performance of the Company's principal subsidiary undertakings, the on-going exploration and appraisal of the Group's portfolio of assets, the timing of the commencement of any development of and future production (if any) from those assets and the sustainability of that production, the ability of the Group to discover new reserves, the prices achievable by the Group in respect of any future production, the costs of exploration, development or production, future foreign exchange rates, interest rates and currency controls, the future political and fiscal regimes in the overseas markets in which the Group operates, the Group's future financial position, plans and objectives for future operations and any other statements that are not historical fact. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, economic and business conditions, the effects of continued volatility in credit markets, market-related risks such as changes in the price of oil or changes in interest rates and foreign exchange rates, the policies and actions of governmental and regulatory authorities, changes in legislation, the further development of standards and interpretations under International Financial Reporting Standards ("IFRS") applicable to past, current and future periods, evolving practices with regard to the interpretation and application of standards under IFRS, the outcome of pending and future litigation or regulatory investigations, the success of future explorations, acquisitions and other strategic transactions and the impact of competition. A number of these factors are beyond Kea's control. As a result, Kea's actual future results may differ materially from the plans, goals, and expectations set forth in Kea Petroleum's forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of Kea speak only as of the date they are made. Except as required by the Financial Services Authority (the "FSA"), the London Stock Exchange, the AIM Rules or applicable law or regulation, Kea expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in Kea's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.
This Announcement is for information purposes only and shall not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This Announcement has been issued by and is the sole responsibility of Kea and the information contained herein has not been verified by RBC Capital Markets or WH Ireland.
No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by RBC Capital Markets or WH Ireland, or by any of its affiliates, directors, officers, employees, professional advisers or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
RBC Capital Markets, which is authorised and regulated in the United Kingdom by the FSA, is acting for Kea and for no-one else in connection with the Placing, and will not be responsible to anyone other than Kea for providing the protections afforded to clients of RBC Capital Markets nor for providing advice to any other person in relation to the Placing or any other matter referred to herein.
WH Ireland, which is authorised and regulated in the United Kingdom by the FSA, is acting for Kea and for no-one else in connection with the Placing, and will not be responsible to anyone other than Kea for providing the protections afforded to clients of WH Ireland nor for providing advice to any other person in relation to the Placing or any other matter referred to herein.
The distribution of this Announcement and the offering of the New Ordinary Shares in certain jurisdictions may be restricted by law or regulation. No action has been taken by Kea or RBC Capital Markets or WH Ireland 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 Kea and RBC Capital Markets and WH Ireland to inform themselves about, and to observe such restrictions.
The price of 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 shares.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET OUT IN THIS ANNOUNCEMENT ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHO ARE: (A) (I) INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"), OR (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER, OR (III) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED; AND (B) (I) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS (AS DEFINED IN ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC (THE "PROSPECTUS DIRECTIVE")), AND/OR (II) PERSONS IN THE UNITED KINGDOM WHO ARE QUALIFIED INVESTORS (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET OUT IN THIS ANNOUNCEMENT RELATE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
Placees will be deemed to have read and understood this Announcement, including the Appendices, in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements, and undertakings contained in the Appendices. In particular, each such Placee represents, warrants and acknowledges that it is: (i) a Relevant Person (as defined above) and undertakes that it will acquire, hold, manage or dispose of any New Ordinary Shares that are allocated to it for the purposes of its business; and (ii) outside the United States and is subscribing for the New Ordinary Shares in an "offshore transaction" (within the meaning of Regulation S under the United States Securities Act of 1933, as amended (the "Securities Act")).
This Announcement, including the Appendices, is not for distribution, directly or indirectly, in or into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia), Canada, Australia, the Republic of South Africa, the Republic of Ireland. Japan, New Zealand or any jurisdiction into which the same would be unlawful (each a "Restricted Jurisdiction"). This Announcement does not constitute or form part of an offer or solicitation to purchase or subscribe for shares in the capital of Kea in a Restricted Jurisdiction. In particular, the New Ordinary Shares referred to in this Announcement have not been, and will not be, registered under the Securities Act or under the securities legislation of any state of the United States, and may not be offered or sold in the United States absent registration or pursuant to an exemption from, or in a transaction not subject to, the registration requirements under the Securities Act. Subject to exceptions, the New Ordinary Shares referred to in this Announcement are being offered and sold only outside the United States in accordance with Regulation S under the Securities Act. No public offering of securities of Kea will be made in connection with the Placing in the United Kingdom, the United States or elsewhere.
The relevant clearances have not been, and nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus or admission document has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; and the New Ordinary Shares have not been, and nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Canada, Australia, the Republic of South Africa, the Republic of Ireland, Japan or New Zealand. Accordingly, the New Ordinary Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into or from a Restricted Jurisdiction.
The New Ordinary Shares have not been approved or disapproved by the US Securities and Exchange Commission, any State securities commission or any other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is unlawful.
Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of the Appendices or this Announcement should seek appropriate advice before taking any action.
The New Ordinary Shares to which this Announcement relates may be illiquid and/or subject to restrictions on their resale. Prospective subscribers for the New Ordinary Shares offered should conduct their own due diligence on the New Ordinary Shares. If you do not understand the contents of this Announcement you should consult an authorised financial adviser.
The New Ordinary Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than AIM. Neither the content of Kea's website nor any website accessible by hyperlinks on Kea's website is incorporated in, or forms part of, this Announcement.
The Appendix
TERMS AND CONDITIONS
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING.
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND, JAPAN, NEW ZEALAND OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE PLACING SHARES.
This announcement does not constitute a prospectus or offering memorandum or an offer in respect of any securities and is not intended to provide the basis for any decision in respect of the Company or other evaluation of any securities of the Company or any other entity and should not be considered as a recommendation that any investor should subscribe for or purchase any such securities.
Details of the Placing
RBC and WH Ireland have today entered into an agreement with the Company (the "Placing Agreement") under which, subject to the conditions set out in that agreement, RBC and WH Ireland have agreed to use their respective reasonable endeavours to procure subscribers for 87,500,000Placing Shares at the Placing Price with certain institutional and other investors as further described in this Announcement and as set out in the Placing Agreement.
The Placing Shares will, when issued, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive dividends and other distributions declared or made following Admission.
Application for admission to trading
Application will be made to the London Stock Exchange for admission of the Placing Shares to trading on AIM. Admission is conditional upon, amongst other things, certain conditions in the Placing Agreement being satisfied and the Placing Agreement not having been terminated in accordance with its terms. It is expected that Admission will become effective at 8.00 a.m. on 8 November 2012 and that dealings in the Placing Shares will commence at that time.
Participation in, and principal terms of, the Placing
The Joint Bookrunners are arranging the Placing as agents for and on behalf of the Company. Each of RBC and WH Ireland will determine in their absolute discretion the extent of each Placee's participation in the Placing, which will not necessarily be the same for each Placee. No commissions will be paid to or by Placees in respect of their agreement to acquire any Placing Shares.
Each Placee will be required to pay to the relevant Bookrunner,on the Company's behalf, the Placing Price for each Placing Share agreed to be acquired by it under the Placing in accordance with the terms set out in the Appendices. Each Placee's obligation to acquire and pay for Placing Shares under the Placing will be owed to the relevant Bookrunner and the Company. Each Placee has an immediate, separate, irrevocable and binding obligation, owed to the relevant Bookrunner,to pay to them (or as they may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to subscribe for. Each Placee will be deemed to have read and understood the Appendices in their entirety, to be participating in the Placing upon the terms and conditions contained in the Appendices, and to be providing the representations, warranties, agreements, acknowledgements and undertakings, in each case as contained in the Appendices. To the fullest extent permitted by law and applicable Financial Services Authority ("FSA") rules (the "FSA Rules"), neither (i) RBC nor WH Ireland, (ii) any of their respective directors, officers, employees or consultants, or (iii) to the extent not contained with (i) or (ii), any person connected with the Joint Bookrunners as defined in the FSA Rules ((i), (ii) and (iii) being together "affiliates" and individually an "affiliate"), shall have any liability to Placees or to any person other than the Company in respect of the Placing.
Conditions of the Placing
The obligations of the Joint Bookrunners under the Placing Agreement are conditional on, amongst other things:
(a) the Company having complied with all of its obligations under the Placing Agreement (to the extent such obligations fall to be performed prior to Admission); and
(b) Admission taking place by 8.00 a.m. on 8 November 2012 (or such other later date as may be agreed between the parties not being later than 8.00 a.m. on 30 November 2012).
If any of the conditions contained in the Placing Agreement in relation to the Placing Shares are not fulfilled or waived by the Joint Bookrunners, by the respective time or date where specified, the Placing will not proceed and the Placee's rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.
The Joint Bookrunners and the Company may agree in writing to extend the time and/or date by which any of the conditions contained in the Placing Agreement are required to be fulfilled to no later than 3.00 p.m. on the Long Stop Date.
The Joint Bookrunners may, at their discretion and upon such terms as they think fit, waive compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.
None of the Joint Bookrunners, the Company or any other person shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or the date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally, and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Joint Bookrunners.
Termination of the Placing Agreement
The Joint Bookrunners are entitled, at any time before Admission, to terminate the Placing Agreement in relation to their obligations in respect of the Placing Shares by giving notice to the Company if, amongst other things:
(a) it comes to the notice of either Joint Bookrunner that any of the warranties and undertakings contained in the Placing Agreement is untrue or inaccurate in any respect which is material in the context of the Placing or if the Company fails, in any material respect, to comply with any of its obligations under the Placing Agreement; or
(b) it comes to the notice of either Joint Bookrunner that a matter has arisen which is reasonably likely to give rise to a claim under any of the indemnities given by the Company contained in the Placing Agreement which is material in the context of the Placing; or
(c) it comes to the notice of either Joint Bookrunner that any statement contained in this Announcement or the presentation made by the Company in connection with the marketing of the Company's shares was (when made) or has since become untrue, incorrect or misleading in any respect which is material in the context of the Placing or that any matter which is material in the context of the Placing has arisen which would, if the Placing were made at that time, constitute a material omission therefrom; or
(d) there has occurred: (i) a general moratorium on commercial banking activities in London declared by the relevant authorities or a material disruption in commercial banking or securities settlement or clearance services in the United Kingdom; or (ii) an outbreak or escalation of hostilities or acts of terrorism involving the United Kingdom the declaration by the United Kingdom of a national emergency or war; or (iii) any other crisis of international or national effect or any change in any currency exchange rates or controls or in any financial, political, economic or market conditions or in market sentiment which, in any such case, in the reasonable opinion of either Joint Bookrunner is materially adverse.
Upon such termination, the parties to the Placing Agreement shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement, subject to certain exceptions.
By participating in the Placing, Placees agree that the exercise by the Joint Bookrunners of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the Joint Bookrunners and that they need not make any reference to Placees and that they shall have no liability to Placees whatsoever in connection with any such exercise or failure so to exercise.
No prospectus
No offering document, prospectus or admission document has been or will be submitted to be approved by the FSA or submitted to the London Stock Exchange in relation to the Placing and Placees' commitments will be made solely on the basis of the information contained in this Announcement (including the Appendices) released by the Company today, and subject to the further terms set forth in the contract note to be provided to individual prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement (including the Appendices) is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of the Company or the Joint Bookrunners or any other person and none of RBC, WH Ireland or the Company nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares following Admission will take place within the system administered by Euroclear UK & Ireland Limited ("CREST"), subject to certain exceptions. The Company reserves the right to require settlement for and delivery of the Placing Shares (or a portion thereof) to Placees in certificated form if, in the Joint Bookrunners' opinion, delivery or settlement is not possible or practicable within the CREST system or would not be consistent with the regulatory requirements in the Placee's jurisdiction.
Participation in the Placing is only available to persons who are invited to participate in it by the Joint Bookrunners.
A Placee's commitment to acquire a fixed number of Placing Shares under the Placing will be agreed orally or via email with the Joint Bookrunners or via the Bloomberg messaging system. Such agreement will constitute a legally binding commitment on such Placee's part to acquire that number of Placing Shares at the Placing Price on the terms and conditions set out or referred to in the Appendices and subject to the Company's Memorandum and Articles of Association.
After such agreement is entered into, each Placee allocated Placing Shares in the Placing will be sent a contract note (if affirmation is not sent electronically) stating the number of Placing Shares allocated to it at the Placing Price and settlement instructions.
Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions that it has in place with the Joint Bookrunners. Settlement should be through RBC against CREST ID: 388, account designation: RBC or through WH Ireland against CREST ID: 384, account designation: "Placings". For the avoidance of doubt, Placing allocations will be booked with a trade date of 2 November 2012 and settlement date of 8 November 2012, the date of Admission.
The Company will deliver the Placing Shares to the CREST accounts operated by RBC and WH Ireland as agents for the Company and RBC and WH Ireland will each enter its delivery (DEL) instruction into the CREST system. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.
It is expected that settlement will take place on 8 November 2012, on a delivery versus payment basis.
Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above LIBOR as determined by the Joint Bookrunners.
Each Placee is deemed to agree that, if it does not comply with these obligations, the Company may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the Company's account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and 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 such Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. Placees will not be entitled to receive any fee or commission in connection with the Placing.
Representations and warranties
By participating in the Placing each Placee (and any person acting on such Placee's behalf) acknowledges, undertakes, represents, warrants and agrees (as the case may be) the following. It:
1 has read this Announcement, including the Appendices, in its entirety;
2 acknowledges and agrees that no offering document, prospectus or admission document has been or will be prepared in connection with the Placing and represents and warrants that it has not received a prospectus, admission document or other offering document in connection with the Placing or the Placing Shares;
3 acknowledges that the ordinary shares in the capital of the Company are admitted to trading on AIM, and the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of AIM (collectively, the "Exchange Information"), which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that it is able to obtain or access such Exchange Information without undue difficulty and is able to obtain access to such information or comparable information concerning any other publicly traded company without undue difficulty;
4 acknowledges that none of RBC, WH Ireland or the Company or any of their respective affiliates or any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or the Company or any other person other than this Announcement; nor has it requested any of RBC, WH Ireland,the Company, any of their respective affiliates or any person acting on behalf of any of them to provide it with any such information;
5 acknowledges that (i) it and, if different, the beneficial owner of the Placing Shares is not, and at the time the Placing Shares are acquired will not be located in or residents of the United States, Australia, Canada, the Republic of South Africa, the Republic of Ireland or Japan, and (ii) the Placing Shares have not been and will not be registered under the securities legislation of the United States, Australia, Canada, the Republic of South Africa, the Republic of Ireland or Japan and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, in or into those jurisdictions;
6 acknowledges that the content of this Announcement is exclusively the responsibility of the Company and that none of RBC, WH Ireland or any person acting on their behalf has or shall have any liability for any information, representation or statement contained in this Announcement or any information previously published by or on behalf of the Company and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to subscribe for the Placing Shares is contained in this Announcement and any information previously published by the Company by notification to a Regulatory Information Service, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given or representations, warranties or statements made by any of the Joint Bookrunners or the Company and none of RBC, WH Ireland or the Company will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement. Each Placee further acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing;
7 acknowledges that neither of the Joint Bookrunners nor any person acting on behalf of them nor any of their affiliates has or shall have any liability for any publicly available or filed information, or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;
8 represents and warrants that neither it, nor the person specified by it for registration as a holder of Placing Shares is, or is acting as nominee or agent for, and that the Placing Shares will not be allotted to, a person who is or may be liable to stamp duty or stamp duty reserve tax under any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and clearance services);
9 represents and warrants that it has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering Regulations 2007 (the "Regulations") and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;
10 if a financial intermediary, as that term is used in Article 3(2) of EU Directive 2003/71/EC (the "Prospectus Directive") (including any relevant implementing measure in any member state), represents and warrants that the Placing Shares subscribed for by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the European Economic Area which has implemented the Prospectus Directive other than to qualified investors, or in circumstances in which the prior consent of the Joint Bookrunners has been given to the proposed offer or resale;
11 represents and warrants that it has not offered or sold and, prior to the expiry of a period of six months from Admission, will not offer or sell any Placing Shares to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the Financial Services and Markets Act 2000 ("FSMA");
12 represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to persons in the European Economic Area prior to Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the European Economic Area within the meaning of the Prospectus Directive (Directive 2003/71/EC) (including any relevant implementing measure in any member state);
13 represents and warrants that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;
14 represents and warrants that it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;
15 (a) represents and warrants that it is a person falling within Article 19(5) and/or Article 49(2)(a) to (d) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or is a person to whom this Announcement may otherwise be lawfully communicated; and (b) acknowledges that any offer of Placing Shares may only be directed at persons to the extent in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive and represents and agrees that it is such a qualified investor;
16 represents and warrants that it is entitled to subscribe for Placing Shares under the laws of all relevant jurisdictions which apply to it, and that its subscription of the Placing Shares will be in compliance with applicable laws and regulations in the jurisdiction of its residence, the residence of the Company, or otherwise;
17 undertakes that it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other subscribers or sold as the Joint Bookrunners may in their discretion determine and without liability to such Placee;
18 acknowledges that neither of the Joint Bookrunners, nor any of their respective affiliates, nor any person acting on behalf of either of them, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of RBC or WH Ireland for the purposes of the Placing and that the Joint Bookrunners have no duties or responsibilities to it for providing the protections afforded to their clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
19 undertakes that the person whom it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. Neither of the Joint Bookrunners nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing and it agrees to indemnify the Company and the Joint Bookrunners in respect of the same on the basis that the Placing Shares will be allotted to the CREST stock accounts of RBC and WH Ireland who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;
20 acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions and any non-contractual obligations arising out of or in connection with such agreements shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company, RBC or WH Ireland in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;
21 acknowledges that RBC and WH Ireland and their respective affiliates will rely upon the truth and accuracy of the representations, warranties and acknowledgements set forth herein and which are irrevocable and it irrevocably authorises RBC and WH Ireland to produce this Announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein;
22 agrees to indemnify and hold the Company, the Joint Bookrunners and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in the Appendices and further agrees that the provisions of the Appendices shall survive after completion of the Placing;
23 represents and warrants that it will acquire any Placing Shares subscribed for by it for its account or for one or more accounts as to each of which it exercises sole investment discretion and it has full power to make the acknowledgements, representations and agreements herein on behalf of each such account;
24 acknowledges that its commitment to subscribe for Placing Shares on the terms set out herein and in the relevant contract note will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's conduct of the Placing. The foregoing representations, warranties and confirmations are given for the benefit of the Company as well as the Joint Bookrunners. The agreement to settle a Placee's subscription (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to the subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes, and is based on a warranty from each Placee, that neither it, nor the person specified by it for registration as holder, of Placing Shares is, or is acting as nominee or agent for, and that the Placing Shares will not be allotted to, a person who is or may be liable to stamp duty or stamp duty reserve tax under any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and clearance services). If there are any such arrangements, or the settlement relates to any other dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable. In that event the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax, and neither the Company nor the Joint Bookrunners shall be responsible for such stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify the Joint Bookrunners accordingly;
25 understands that no action has been or will be taken by any of the Company, the Joint Bookrunners or any person acting on behalf of the Company or the Joint Bookrunners that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required;
26 in making any decision to subscribe for the Placing Shares, confirms that it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares. It further confirms that it is experienced in investing in securities of this nature in this sector, is familiar with the market in which the Company operates and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain a complete loss in connection with the Placing. It further confirms that it relied on its own examination and due diligence of the Company and its associates taken as a whole, and the terms of the Placing, including the merits and risks involved;
27 represents and warrants that it has (a) made its own assessment and satisfied itself concerning legal, regulatory, tax, business and financial considerations in connection herewith to the extent it deems necessary; (b) had access to review publicly available information concerning the Group that it considers necessary or appropriate and sufficient in making an investment decision; (c) reviewed such information as it believes is necessary or appropriate in connection with its subscription of the Placing Shares; and (d) made its investment decision based upon its own judgement, due diligence and analysis and not upon any view expressed or information provided by or on behalf of RBC and WH Ireland or any of their Affiliates;
28 understands and agrees that it may not rely on any investigation that RBC and WH Ireland or any person acting on their behalf may or may not have conducted with respect to the Company, its group, or the Placing and RBC and WH Ireland have not made any representation to it, express or implied, with respect to the merits of the Placing, the subscription for the Placing Shares, or as to the condition, financial or otherwise, of the Company, its Group, or as to any other matter relating thereto, and nothing herein shall be construed as a recommendation to it to subscribe for the Placing Shares. It acknowledges and agrees that no information has been prepared by RBC, WH Ireland or the Company for the purposes of this Placing;
29 acknowledges and agrees that all representations, warranties, acknowledgements, undertakings and agreements which have been made in this Announcement shall survive the transaction and the delivery of the Placing Shares; and
30 accordingly it acknowledges and agrees that it will not hold RBC, WH Ireland or any of their respective affiliates or any person acting on their behalf responsible or liable for any misstatements in or omission from any publicly available information relating to the Group or information made available (whether in written or oral form) in presentations or as part of roadshow discussions with investors relating to the Group (the "Information") and that none of RBC, WH Ireland or any person acting on behalf of RBC or WH Ireland, makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such Information or accepts any responsibility for any of such Information.
By participating in the Placing, each Placee (and any person acting on Placee's behalf) subscribing for Placing Shares acknowledges that: (i) the Placing Shares are being offered and sold only pursuant to Regulation S under the Securities Act in a transaction not involving a public offering of securities in the United States and the Placing Shares have not been and will not be registered under the Securities Act; and (ii) the offer and sale of the Placing Shares to it has been made outside of the United States in an "offshore transaction" (as such term is defined in Regulation S under the Securities Act) and it is outside of the United States during any offer or sale of Placing Shares to it.
In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the United Kingdom by them or any other person on the subscription by them of any Placing Shares or the agreement by them to subscribe for any Placing Shares.
Each Placee and any person acting on behalf of each Placee acknowledges and agrees that RBC, WH Ireland or any of their affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.
When a Placee or person acting on behalf of the Placee is dealing with RBC or WH Ireland, any money held in an account with any of RBC or WH Ireland on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FSA made under FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from RBC's or WH Ireland's money in accordance with the client money rules and will be used by RBC and WH Ireland in the course of their own business; and the Placee will rank only as a general creditor of RBC or WH Ireland (as applicable).
All times and dates in this Announcement may be subject to amendment. The Joint Bookrunners shall notify the Placees and any person acting on behalf of the Placees of any changes.
Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.
DEFINITIONS
The following definitions apply throughout this Announcement unless the context otherwise requires:
"Act" | the Companies Act 2006 (as amended) |
"Admission" | admission of the Placing Shares to trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules |
"Affiliates" | any person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified |
"AIM" | the market of that name operated by the London Stock Exchange |
"AIM Rules" | the AIM Rules for Companies as published by the London Stock Exchange from time to time |
"Announcement" | means this announcement (including the appendices to this announcement) |
"Company" or "the Company" | Kea Petroleum PLC |
"CREST" | the relevant system (as defined in the Uncertificated Securities Regulations 2001) for the paperless settlement of trades and the holding of uncertificated securities operated by Euroclear UK & Ireland Limited |
"Directors" or "Board" | the directors of the Company, or any duly authorised committee thereof |
"Enlarged Share Capital" | the issued ordinary share capital of the Company immediately following Admission |
"Existing Ordinary Shares" | the 548,067,500 Ordinary Shares in issue at the date of this Announcement |
"FSA" | the Financial Services Authority in its capacity as the competent authority for the purposes of Part VI of FSMA |
"FSMA" | the Financial Services and Markets Act of 2000 (as amended). |
"Group" | the Company, its subsidiaries and its subsidiary undertakings |
"Joint Bookrunners" | together, RBC and WH Ireland |
"London Stock Exchange" | London Stock Exchange plc |
"Long Stop Date" | 30 November 2012 |
"Ordinary Shares" | ordinary shares of £0.01 each in the capital of the Company |
"Placing" | the conditional placing of the Placing Shares at the Placing Price, of which 87,500,000 Placing Shares have been placed by the Joint Bookrunners as agents for and on behalf of the Company pursuant to the terms of the Placing Agreement |
"Placing Agreement" | the agreement dated 2 November 2012 between (i) the Company; (ii) RBC; and (iii) WH Ireland relating to the Placing, further details of which are set out in this Announcement |
"Placing Price" | 8 pence per Placing Share |
"Placing Shares" | the 87,500,000 new Ordinary Shares to be issued in connection with the Placing |
"RBC" | RBC Europe Limited (trading as RBC Capital Markets), the Company's nominated adviser and Joint Bookrunner |
"Shareholders" | holders of Ordinary Shares |
UK" or "United Kingdom" | the United Kingdom of Great Britain and Northern Ireland |
"United States" or "USA" | United States of America, its territories and possessions, any state of the United States of America and the District of Columbia and all other areas subject to its jurisdiction |
" WH Ireland " | WH Ireland Limited, the Company's Joint Bookrunner |
Related Shares:
KEA.L