29th Apr 2005 12:40
Dragon Oil PLC29 April 2005 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN PART OR IN WHOLE IN OR INTO THEUNITED STATES, AUSTRALIA, CANADA OR JAPAN Dragon Oil plc ("Dragon" or the "Company") Placing and Open Offer to raise up to US$167 million * Placing of 59,625,000 Ordinary Shares at Stg 88p (€1.29) per share to raise US$100 million (the "Placing"); * Open offer to qualifying shareholders of 39,939,661 Ordinary Shares on the basis of 90 Ordinary Shares for every 911 existing Ordinary Shares at Stg 88p (€1.29) per share to raise up to US$67 million (the "Open Offer"); * Irrevocable undertaking obtained from Emirates National Oil Company Limited (ENOC) LLC ("ENOC") to take up their full entitlement of 23,849,866 Ordinary Shares with a value of US$40 million; and * Proceeds of the Placing and Open Offer to fund capital expenditure for the Group's field development plan for the Cheleken Contract Area in the Caspian Sea, offshore Turkmenistan and repay short-term loan of US$40 million due to ENOC. Highlights Your Board is pleased to announce that Dragon has conditionally placed firm59,625,000 Ordinary Shares with institutional investors in North America, Europeand the GCC, representing approximately 14.7% of the Existing Issued ShareCapital. The gross proceeds of the Placing will amount to approximately US$100million (US$93.1 million after expenses) and are intended to be used to funddrilling and non-drilling capital expenditure for the Company's fielddevelopment plan for the Cheleken Contract Area. The Placing has been arranged by Aton International Limited and Davy CorporateFinance Limited (the "Joint Global Bookrunners"), and Emirates FinancialServices PSC as Lead Manager in the GCC. The Placing has not been underwrittenand is now only conditional on admission of the Placing Shares to the officiallist of the Irish Stock Exchange and the UK Listing Authority and to trading onthe main markets of the Irish Stock Exchange and the London Stock Exchange. In addition the Company has today launched an open offer to qualifyingshareholders of 39,939,661 Ordinary Shares on the basis of 90 Ordinary Sharesfor every 911 existing Ordinary Share at Stg 88p (€1.29) per share to raise upto US$67 million (up to US$64.5 million net of expenses). ENOC, whose shareholding will decrease to 52% of the Company's issued sharecapital on completion of the Placing, has given an irrevocable undertaking thatit will fully take up its Open Offer Entitlement amounting to approximatelyUS$40 million, the proceeds of which will be used to make full repayment of theENOC Loan of US$40 million due in May 2005. ENOC has also given an undertakingnot to sell any of its shareholding in the Company and that its shareholdingwill not fall below 51% of the Company's issued share capital for a 12 monthperiod following the date of the launch of the Open Offer except with the jointconsent of the Joint Global Bookrunners. The Open Offer has not been underwritten and the Joint Global Bookrunners havereserved the right to place any Unsubscribed Open Offer Shares for the benefitof the Company at the Placing Price of Stg 88p, for a period of up to 30 daysfollowing the closing date of the Open Offer. The proceeds of the Open Offer,excluding the ENOC Open Offer Entitlement, will be used to bring forward certainidentified elements of non-drilling capital expenditure of the field developmentplan. Application has been made to the Irish Stock Exchange and to the UK ListingAuthority for 99,564,661 New Ordinary Shares to be admitted to the Official Listof the Irish Stock Exchange and the Official List of the UK Listing Authorityand application has been made to the Irish Stock Exchange and the London StockExchange for admission of these New Ordinary Shares to trading on theirrespective main markets for listed securities. It is expected that admission ofNew Ordinary Shares to the Official Lists will become effective and thatdealings will commence, in respect of the Placing Shares on 5 May 2005, and inrespect of the Open Offer Shares on or around 26 May 2005. A document comprising a listing particulars and a prospectus (the "ListingParticulars") has been prepared to provide further information on Dragon and itsfield development plan for the Cheleken Contract Area, to advise Shareholders ofthe details of and procedure for application under the Open Offer and tofacilitate admission of the New Ordinary Shares to listing on the Official Listsof the Irish Stock Exchange and of the UK Listing Authority, and to trading onthe Irish Stock Exchange's and the London Stock Exchange's respective mainmarkets for listed securities. Commenting on the Placing and Open Offer Hussain M. Sultan, Chairman of Dragonsaid: "On behalf of the Board, I am pleased to announce that Dragon has conditionallyplaced firm Ordinary Shares with institutional investors. Gross proceeds of thePlacing will amount to approximately US$100 million and are intended to be usedto fund drilling and non-drilling capital expenditure for the Company's fielddevelopment plan for the Cheleken Contract Area. Following successful drilling and the achievement of economic production rates,Dragon adopted an initial field development plan for the Cheleken Contract Areaincorporating a continuous drilling programme from January 2004 until 2009. Thisdrilling programme is designed to exploit 108 million barrels of the provenreserves of the LAM field and involves the drilling of 38 wells from 4platforms. The proceeds of the Placing are intended to be used to fund drilling andnon-drilling capital expenditure for the field development plan, the total costof which is expected to amount to approximately US$248 million over 2005 and2006. Dragon expects to finance the remainder of this total cost from existingfacilities and operating cashflows. The field development plan forecasts that Dragon will increase the total dailyproduction rate in the Cheleken Contract Area from 20,000 bopd that was achievedin December 2004, to approximately 40,000 bopd in 2008. In addition, associatedgas from the field, which is currently largely flared and not exploitedcommercially, is considered a key resource and the Board believes there ispotential to add value in marketing natural gas. This will remain a keyobjective to be pursued by Dragon and will be developed as a separate project ifand when possible. Finally, on behalf of the Board, I would like to thank Aton InternationalLimited, Davy Corporate Finance Limited and Emirates Financial Services PSC fortheir support." For Further Information: Dragon Oil plc, (+971 4 3348999) Hussain M. Sultan, Chairman/Essa Almulla, Chief Executive Officer Citigate Dewe Rogerson, (+44 207 638 9571) Martin Jackson Aton Financial Holdings. (+ 357 22 674488) Timerbulat Karimov Davy Corporate Finance Limited, (+353 1 679 6363) Hugh McCutcheon/John Frain Placing and Open Offer Timetable: Event Time and Date Record Date for the Open Offer the close of business on 25 April 2005 Date of despatch of Listing Particulars and the Application Forms 29 April 2005 Admission to listing of the Placing Shares to the Official Lists and 5 May 2005commencement of dealing therein on the Irish Stock Exchange and the LondonStock Exchange CREST accounts expected to be credited in respect of the Placing Shares no 5 May 2005later than Definitive share certificates in respect of the Placing Shares expected to be 13 May 2005despatched no later than Latest time and date for splitting Application Forms (to satisfy bona fide 3.00 p.m. on 20 May 2005market claims only) Latest time and date for receipt of completed Application Forms and payment 3.00 p.m. on 24 May 2005in full under the Open Offer Admission to listing of the Open Offer Shares to the Official Lists and 26 May 2005commencement of dealing therein on the Irish Stock Exchange and the LondonStock Exchange CREST accounts expected to be credited in respect of the Open Offer Shares no 26 May 2005later than Definitive share certificates in respect of the Open Offer Shares expected to 9 June 2005be despatched no later than Each of the times and dates in the above timetable is subject to change Document Availability A copy of the Listing Particulars dated 29 April 2005; Annual Report andAccounts for the year ended 31 December 2004; Notice of 2005 Annual GeneralMeeting; and Proxy Card for 2005 Annual General Meeting will be submitted to theIrish Stock Exchange and the UK Listing Authority and will shortly be availablefor inspection at the following locations: Company Announcements Office, Financial Services Authority, The Irish Stock Exchange, 25 The North Colonnade, 28 Anglesea Street, Canary Wharf, Dublin 2, London E14 5HS, Ireland. United Kingdom. Tel: + 353 1 617 4200 Tel: + 44 207 066 1000 Terms defined in the Listing Particulars have the same meaning in thisannouncement. Any purchase of, or application for, Ordinary Shares in thePlacing and Open Offer should only be made on the basis of the informationcontained in the Listing Particulars. Your attention is drawn in particular tothe section entitled ''Risk Factors'' in Part III of the Listing Particulars. Aton International Limited (''Aton'') (which is regulated in the UK by theFinancial Services Authority) and Davy Corporate Finance Limited and J & E Davy(trading as Davy) (collectively ''Davy'') (each of which are regulated inIreland by the Irish Financial Services Regulatory Authority) are actingexclusively for Dragon in connection with the requirements of the Irish StockExchange and the UK Listing Authority and for no one else (including therecipient of the Listing Particulars and will not be responsible to any otherperson for providing the protection afforded to customers of Aton and Davy norfor providing advice in connection with any transaction or arrangements referredto in the Listing Particulars and this announcement. The information contained in the Listing Particulars and this announcement isnot for publication or distribution in or into the United States of America.These materials are not an offer of securities for sale in the United States.The securities referred to therein have not been and will not be registeredunder the U.S. Securities Act of 1933, as amended, and may not be offered orsold in the United States absent registration under that Act or an availableexemption from registration. No public offering of the securities referred toherein will be made in the United States. The information contained in the Listing Particulars and this announcement isnot for publication or distribution to persons in Australia, Canada or Japan.Subject to certain exceptions, the New Ordinary Shares may not, directly orindirectly, be offered, sold, taken up or delivered in, into or from Australia,Canada or Japan. The Listing Particulars or this announcement does notconstitute an offer to sell or the solicitation of an offer to buy New OrdinaryShares in any jurisdiction in which such offer or solicitation is unlawful. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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