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Posting of circular and details of open offer

7th Feb 2014 07:00

RNS Number : 5252Z
President Energy PLC
07 February 2014
 



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 OR JAPAN OR ANY OTHER JURISDICTION WHERE 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 President Energy PLC or other evaluation of any securities of President Energy PLC or any other entity and should not be considered as a recommendation that any investor should subscribe for or purchase any such securities.

PRESIDENT ENERGY PLC

("President" or the "Company")

Posting of Circular and Details of Open Offer

As announced on 6 February 2014, President has placed 87,628,500 new Ordinary Shares ("Placing Shares") with institutional and other investors in order to raise gross proceeds of US$50 million (£30.7 million) (the "Placing"). The offering also includes an open offer of further new Ordinary Shares ("Open Offer Shares") to President's existing shareholders in order to raise up to an additional US$6.7 million (£4.1 million) (the "Open Offer").

A circular containing details of the Placing and Open Offer ("Circular") will be posted to shareholders later today. A copy of the Circular will also be available today on the Company's website at www.presidentenergy.com

The Open Offer will be made at the Issue Price of 35 pence per share and on the basis that qualifying shareholders may subscribe for 1 Open Offer Share for every 26 existing Ordinary Shares held on the Record Date of 5 February 2014. Shareholders subscribing for their full entitlement under the Open Offer may also request additional Open Offer Shares through an excess application facility.

Completion of the proposed Placing and Open Offer is subject, inter alia, to shareholder approval, which will be sought at a General Meeting ("GM") of the Company to be held at the offices of Pelham Bell Pottinger, 6th Floor, Holborn Gate, 330 High Holborn, WC1V 7QD at 11.00 a.m. on 24 February 2014. Notice convening the GM which contains the resolutions ("Resolutions") to be voted on at the GM is contained in the Circular.

The Directors have irrevocably undertaken to vote or procure the voting in favour of the Resolutions at the GM in respect of 73,486,295 Ordinary Shares, in aggregate, representing approximately 24 per cent. of the existing issued ordinary share capital of the Company.

Application will be made to the London Stock Exchange for the Placing Shares and Open Offer Shares to be admitted to trading on AIM. It is expected that Admission will become effective on 25 February 2014 and that dealings for normal settlement in the Placing Shares and Open Offer Shares will commence at 8.00 a.m. on 25 February 2014.

 

For further information contact:

President Energy PLC

Peter Levine, Executive Chairman

+44 (0) 207 016 7950

John Hamilton, CEO

+44 (0) 207 016 7950

Ben Wilkinson, Finance Director

+44 (0) 207 016 7950

RBC Capital Markets

 

Matthew Coakes, Daniel Conti, Jeremy Low

+44 (0) 207 653 4000

Canaccord Genuity Limited

 

Tim Redfern, Henry Fitzgerald-O'Connor

+44 (0) 207 523 8000

Bell Pottinger

 

Gavin Davis, Henry Lerwill

+44 (0) 207 861 3232

 

 

 

IMPORTANT NOTICES

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT PERSONS WHO ARE: (A) PERSONS IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA") WHICH HAS IMPLEMENTED THE PROSPECTUS DIRECTIVE (A "RELEVANT MEMBER STATE") UNDER THE FOLLOWING EXEMPTIONS UNDER THE PROSPECTUS DIRECTIVE, IF AND TO THE EXTENT THEY HAVE BEEN IMPLEMENTED IN THAT RELEVANT MEMBER STATE: (I) TO ANY LEGAL ENTITY WHICH IS A "QUALIFIED INVESTOR" AS DEFINED IN THE PROSPECTUS DIRECTIVE; (II) TO FEWER THAN 100 OR, IF THE RELEVANT MEMBER STATE HAS IMPLEMENTED THE RELEVANT PROVISION OF THE DIRECTIVE 2003/71/EC (AND AMENDMENTS THERETO) (THE "PROSPECTUS DIRECTIVE"), 150, NATURAL OR LEGAL PERSONS (OTHER THAN QUALIFIED INVESTORS AS DEFINED IN THE PROSPECTUS DIRECTIVE), AS PERMITTED UNDER THE PROSPECTUS DIRECTIVE; OR (III) IN ANY OTHER CIRCUMSTANCES WHICH DO NOT REQUIRE THE PUBLICATION BY THE COMPANY OF A PROSPECTUS PURSUANT TO ARTICLE 3 OF THE PROSPECTUS DIRECTIVE, PROVIDED THAT NO SUCH OFFER TO THE PUBLIC SHALL RESULT IN A REQUIREMENT FOR THE PUBLICATION BY THE COMPANY OF A PROSPECTUS PURSUANT TO ARTICLE 3 OF THE PROSPECTUS DIRECTIVE; AND (B) (I) INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, (THE "ORDER"); OR (II) HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS AND OTHER PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THE DISTRIBUTION OF THIS ANNOUNCEMENT AND THE PLACING AND/OR ISSUE OF THE PLACING SHARES IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. NO ACTION HAS BEEN TAKEN BY THE COMPANY, RBC CAPITAL MARKETS, CANACCORD GENUITY OR ANY OF THEIR RESPECTIVE AFFILIATES THAT WOULD PERMIT AN OFFER OF THE PLACING SHARES OR POSSESSION OR DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY OTHER OFFERING OR PUBLICITY MATERIAL RELATING TO SUCH PLACING SHARES IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED BY THE COMPANY, RBC CAPITAL MARKETS AND CANACCORD GENUITY TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS. IN PARTICULAR, THIS ANNOUNCEMENT (INCLUDING THIS SCHEDULE) 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, SOUTH AFRICA, NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

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 SECURITIES IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS.

This announcement is not being distributed by, nor has it been approved for the purposes of section 21 of the Financial Services and Markets Act 2000 (as amended) ("FSMA") by, a person authorised under FSMA. This document is being distributed and communicated to persons in the UK only in circumstances in which section 21(1) of FSMA does not apply.

Certain statements in this Announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipates", "believe", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks and uncertainties that could cause the actual results of operations, financial condition, liquidity, dividend policy and the development of the industry in which the Company's business operates to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given these risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by the Financial Conduct Authority ("FCA"), the London Stock Exchange or applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

RBC Capital Markets (a trading name of RBC Europe Limited), which is authorised and regulated in the United Kingdom by the FCA, is acting for the Company in connection with the Placing and no-one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of RBC Capital Markets (a trading name of RBC Europe Limited) nor for providing advice in relation to the Placing or any other matter referred to in this announcement.

Canaccord Genuity Limited, which is authorised and regulated in the United Kingdom by the FCA, is acting for the Company in connection with the Placing and no-one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Canaccord Genuity Limited nor for providing advice in relation to the Placing or any other matter referred to in this announcement.

The Placing Shares will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.

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 the Joint Bookrunners or by any of their respective affiliates or their or their respective affiliates' agents, directors, officers and employees, respectively, 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 therefor is expressly disclaimed.

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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