29th Jan 2013 07:00
NEITHER THIS ANNOUNCEMENT NOR ANY PART OF IT CONSTITUTES AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE OR ACQUIRE ANY PLACING SHARES IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. 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, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO
For immediate release
29 January 2013
MAPLE ENERGY PLC
("Maple" or the "Company")
MAPLE ANNOUNCES PRICING AND PLAcING OF ORDINARY SHARES RAISING AGGREGATE GROSS PROCEEDS OF APPROXIMATELY £9.03 Million (US$ 14.18 million)
Maple Energy plc (AIM: MPLE; LIMA: MPLE), an integrated energy company with assets in Peru, is pleased to announce the successful placing of 14,921,595 Placing Shares to investors to raise approximately £9.03 million (US$ 14.18 million) in gross proceeds. The completion of the Placing and admission to trading of the Placing Shares is expected to occur on 4 February 2013.
Highlights
·; Placing of 14,921,595 new Ordinary Shares, at a price of 60.5 pence (US$ 0.95*) per Placing Share, to raise approximately £9.03 million (approximately US$14.18 million*) in gross proceeds, before expenses
·; Demand from investors in the UK, Peru, and Chile
·; The Placing Shares are expected to be admitted to trading on AIM on 4 February 2013
·; The Directors intend the net proceeds from the Placing to be used (i) to further expand and enhance the ethanol business, including additional plantation development, the acquisition of additional equipment for harvesting, and the purchase of additional spare parts and equipment to provide for increased Ethanol Plant availability, and (ii) for working capital and general corporate purposes.
Rex Canon, CEO of Maple Energy, commented today:
"We are very pleased to successfully complete this equity fundraising with such strong demand from investors. The strong support for this transaction reflects the market's confidence in the Company and its future business prospects. We look forward to utilising these funds to strengthen our operations and further develop our sugar cane plantation.''
* Exchange rate used: £1 = US$1.569
For further information, please contact:
Maple Energy plc (+ 51 1 611 4000)
Rex W. Canon, Chief Executive Officer, President, and Executive Director
Cenkos Securities plc
Jon Fitzpatrick +44 20 7397 8900
Ken Fleming +44 131 220 6939
Mirabaud Securities Ltd. (+44 20 7321 2508)
Peter Krens
Rory Scott
Buchanan (+44 20 7466 5000)
Mark Edwards
Ben Romney
Details of the Placing
The Company is raising approximately £9.03 million (approximately US$ 14.18 million) before expenses, by way of a conditional, non-pre-emptive placing of 14,921,595 new Ordinary Shares at the Issue Price. The Placing Shares will be placed in the UK by Mirabaud Securities, and in Peru by Continental Bolsa SAB S.A, and in Chile by Larrain Vial, all as agents for the Company.
The Placing is conditional upon, amongst other things, Admission becoming effective and the Placing Agreement between the Company and Cenkos and Mirabaud Securities becoming unconditional and not being terminated, in accordance with its terms.
Appendix I to this Announcement sets out the terms and conditions of the Placing for those Placees procured by Mirabaud Securities only.
The Placing Shares will represent approximately 9.1 per cent. of the enlarged issued and outstanding share capital of the Company immediately after the Placing and will, when issued, rank paripassu in all respects with the other Ordinary Shares then in issue, including all rights to all dividends and other distributions declared, made or paid following admission to trading on AIM. Following Admission, the Company's issued share capital will consist of 164,137,551 Ordinary Shares with voting rights. This figure of 164,137,551 Ordinary Shares may be used by shareholders of the Company 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 Company under the Company's Articles of Association.
Application will be made for the Placing Shares to be admitted to trading on AIM, and it is expected that trading in the Placing Shares will commence on AIM at 8:00 a.m. on 4 February 2013.
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 Announcement, and Maple does not assume any obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise.
About Maple Energy
Maple is an integrated independent energy company, listed in London and Lima, with subsidiary assets and operations in Peru engaging in numerous aspects of the energy industry, including:
- the development and operation of an ethanol business;
- exploration and production of crude oil and natural gas; and
- refining, marketing, and distribution of hydrocarbon products.
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 majority-owned subsidiaries. Principal operations consist of the following:
- Ethanol Business. Operator and owner of an ethanol business located in the Piura Region on the north coast of Peru;
- 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; and
- Oil and Gas Exploration. Exploration opportunities through a:
- 100% working interest in Block 31-E; and
- 33.77% working interest in the Aguaytía Deep Prospect in Block 31-C
Appendix ITERMS AND CONDITIONS OF THE PLACING
FOR INVITED PLACEES ONLY
IMPORTANT INFORMATION ON THE PLACING FOR PLACEES PROCURED BY MIRABAUD SECURITIES LLP ONLY.
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, JAPAN OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) COMES ARE REQUIRED BY THE COMPANY AND MIRABAUD SECURITES TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: QUALIFIED INVESTORS WHO ARE PERSONS WHO: (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") 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"). THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE PLACING SHARES.
Persons who are invited to and who choose to participate in the Placing, by making an oral or written offer to acquire Placing Shares will be deemed to have read and understood this Announcement in its entirety and to be making such offer to acquire Placing Shares on the terms and conditions, and to be providing the representations, warranties, acknowledgements and undertakings contained in this Appendix.
Unless otherwise stated, defined terms used in this Appendix have the meaning set out at the end of this Appendix.
In this Appendix, unless the context otherwise requires, "Placee" means a Relevant Person (including individuals, funds or others) by whom or on whose behalf a commitment to take up Placing Shares has been given and who has been invited to participate in the Placing by Mirabaud Securities.
Details of the Placing
Mirabaud Securities has today entered into the Placing Agreement under which Mirabaud Securities has agreed on behalf of and as agent for the Company, to use its reasonable endeavours to procure persons who will (subject to the satisfaction or waiver of the conditions contained in the Placing Agreement) subscribe for the Placing Shares at the Issue Price.
The Company is also undertaking a placing in Peru and Chile and Continental Bolsa SAB S.A. and Larrain Vialhave acted as the Company's broker in respect of such placing (the"Peruvian Placing"). The Placing Agreement is conditional upon Continental Bolsa SAB S.A. providing confirmation on the day immediately prior to Admission that it has received US$10,849,489.49 (being 95 per cent. of all settlement proceeds to be paid by those placees procured under the Peruvian Placing) and binding commitments in respect of all outstanding proceeds.
Application will be made for the Placing Shares (which includes those new Ordinary Shares to be issued to placees pursuant to the Peruvian Placing) to be admitted to trading on AIM. The Placing Shares will be issued credited as fully paid and will on Admission rank in full for all dividends and other distributions declared, paid or made after Admission in respect of the Ordinary Shares and otherwise pari passu in all respects with the existing Ordinary Shares of the Company.
Application for admission to trading
Application will be made to the London Stock Exchange for admission of the Placing Shares to trading on AIM. It is expected that Admission will become effective and that dealings in the Placing Shares will commence on AIM at 8.00 a.m. on 4 February 2013.
Participation in, and principal terms of, the Placing
Mirabaud Securities with Cenkos is arranging the Placing within the UK as agent for and on behalf of the Company. The Joint Brokers 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. The Placing is not underwritten.
On the assumption that the conditions set out in the Placing Agreement are satisfied (or waived, where appropriate) and that the Placing Agreement does not lapse and is not terminated in accordance with its terms on or prior to 8.00 a.m. on 4 February 2013 (or such later date, being not later than 18 February 2013 (the "Long Stop Date"), as the Joint Brokers and the Company may agree in writing), each Placee will be required to pay to Mirabaud Securities, on the Company's behalf, the Issue Price for each Placing Share agreed to be acquired by it under the Placing in accordance with the terms set out herein. Each Placee's obligation to acquire and pay for Placing Shares under the Placing will be owed to Mirabaud Securities and the Company. Each Placee has an immediate, separate, irrevocable and binding obligation, owed to Mirabaud Securities, to pay to it (or as it may direct) in cleared funds an amount equal to the product of the Issue 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 confirmations, representations, warranties, agreements, acknowledgements and undertakings, in each case as contained in the Appendices. Save in the event of fraud on its part (and to the extent permitted by the rules of the FSA (the "FSA Rules")), neither (i) Mirabaud Securities, (ii) any of its directors, officers, employees or consultants, nor (iii) to the extent not contained within (i) or (ii), any person connected with Mirabaud Securities 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 and that where any such liability nevertheless arises as a matter of law each Placee will immediately waive any claim against any affiliates which it may have in respect thereof.
Conditions of the Placing
The Placing Agreement will be conditional, inter alia, on:
(i) admission of the Placing Shares to trading on AIM having become effective in accordance with the AIM Rules by no later than 8.00 a.m. on 4 February 2013 (or by such later date as the Company and the Joint Brokers may agree in writing, being no later than the Long Stop Date);
(ii) the Company having complied in all material respects with its obligations under the Placing Agreement to the extent that the same fall to be performed prior to Admission; and
(iii) the satisfaction or, where appropriate, the waiver of certain other conditions set out in the Placing Agreement.
If any of the conditions contained in the Placing Agreement are not satisfied (or, where applicable, waived) or it has become incapable of being satisfied on or before 8.00 a.m. on 4 February 2013 or such later date as the Joint Brokers and the Company may agree in writing (but being not later than the Long Stop Date) the Placee's rights and obligations hereunder shall cease and determine at such time and each Placee agrees that no claim can be made by the Placee in respect thereof. All obligations assumed by the Placee under the terms and conditions of this Announcement are given to Mirabaud Securities in its capacity as agent for the Company and are therefore directly enforceable by the Company.
By accepting Placing Shares, each Placee irrevocably agrees that: (i) the Company and the Joint Brokers may jointly, in their absolute discretion, exercise the right to extend the time for fulfillment of any of the conditions to the Placing Agreement (provided that Admission occurs not later than the Long Stop Date) waive, in whole or in part, fulfillment of certain of the conditions to the Placing Agreement and may terminate the Placing Agreement in certain circumstances prior to Admission, in each case without consulting with any Placee. Any such extension or waiver will not affect the Placees' commitments. If there is any change to the timetable the Placees will be notified at the first practicable opportunity.
Termination of the Placing Agreement
The Placing Agreement contains certain undertakings and warranties given by the Company for the benefit of the Joint Brokers and indemnities given by the Company relating to certain potential liabilities of the Joint Brokers. In addition, the Joint Brokers have certain rights to terminate the Placing Agreement at any time prior to Admission, inter alia, in the event of force majeure or a breach of warranty which is material in the context of the Placing. In the event that either Joint Broker exercises these rights, all obligations and liabilities owed by the Placees will cease and Mirabaud will cause to be returned to the Placee, without interest, all monies received from the Placee at the Placee's risk.
By participating in the Placing, Placees agree that the exercise by Mirabaud Securities of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Mirabaud Securities 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 by Mirabaud Securities to individual prospective Placees.
Each Placee, by participating 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 or representation concerning the Company, its subsidiaries, the Placing or Ordinary Shares. Neither the Company nor Mirabaud Securities nor any of their respective officers, directors or employees 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.
Registration and settlement
Settlement of transactions in the Placing Shares following Admission will take place within the system administered by 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 Mirabaud Securities in its absolute discretion considers this to be necessary or desirable.
A Placee's commitment to acquire a fixed number of Placing Shares under the Placing will be agreed orally with Mirabaud Securities. Such agreement will constitute a legally binding commitment on such Placee's part to acquire that number of Placing Shares at the Issue 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 contract notes stating the number of Placing Shares allocated to it at the Issue Price and settlement instructions (the "Contract Note").
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 Mirabaud Securities. Settlement should be through Mirabaud Securities against CREST ID: 834, account designation: CLEARING. For the avoidance of doubt, Placing allocations will be booked with a trade date of 29 January 2013 and settlement date of 4 February 2013.
The Company will deliver the Placing Shares to the CREST accounts operated by Mirabaud Securities as agent for the Company and Mirabaud Securities will 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.
Interest may be charged in respect of payments not received for value at that time.
Whilst Mirabaud Securities does not believe there to be any liability to stamp duty or stamp duty reserve tax in respect of the Placing Shares, should any such stamp duty or stamp duty reserve tax be payable, it shall be entirely for the Placee's account and neither the Company nor Mirabaud Securities will have any liability in respect thereof.
Each Placee is deemed to agree that, if it does not comply with these obligations, Mirabaud 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) with Mirabaud Securities (for itself and on behalf of the Company) thefollowing:
1. it has read this Announcement, including the Appendices, in its entirety and acknowledges and agrees that its participation in the Placing will be governed by the terms of these Appendices;
2. its obligations are irrevocable and legally binding and shall not be capable of rescission or termination by it in any circumstances except fraud;
3. that the exercise by Mirabaud Securities of any rights or discretion under the Placing Agreement shall be within the absolute discretion of Mirabaud Securities and Mirabaud Securities need not have any reference to the Placee and shall have no liability to it whatsoever in connection with any decision to exercise or not to exercise any such right and that it has no rights against Mirabaud Securities or the Company, or any of their respective directors and employees under the Placing Agreement pursuant to the Contracts (Rights of Third Parties Act) 1999;
4. that it is not relying on any information or representation or warranty in relation to the Company or any of its subsidiaries or any of the Placing Shares other than as contained in this Announcement (including the Appendices). That neither the Company nor Mirabaud Securities nor any of their respective officers, directors or employees will have any liability for any such other information or representation;
5. it has relied on its own investigation of the business, financial or other position of the Company in determining whether to participate in the Placing;
6. that neither it nor, as the case may be, its clients expect Mirabaud Securities to have any duties or responsibilities to it similar or comparable to the duties of "best execution" and "suitability" imposed by The FSA's Conduct of Business Source Book, and that Mirabaud Securities is not acting for it or its clients, and that Mirabaud Securities will not be responsible for providing protections afforded to its clients or for providing advice in relation to the transactions described in this letter;
7. it is not a US person (as defined in paragraph 25 below) or a national or resident of Canada, Australia, the Republic of South Africa, Japan or a corporation, partnership or other entity organised under the laws of the United States of America (the "United States"), Japan, the Republic of South Africa or any province of Canada or Australia and that it will not offer, sell, renounce, transfer or deliver directly or indirectly any of the Placing Shares in the United States, Japan, the Republic of South Africa or any province of Canada or Australia or to or for the benefit of any US person or any person resident in the Japan, the Republic of South Africa or any province of Canada or Australia and it acknowledges that the Placing Shares have not been and will not be registered under the United States Securities Act of 1933, as amended and the relevant exemptions are not being obtained from the Securities Commission of any province of Canada and that the same are not being offered for sale and may not be, directly or indirectly, offered, sold, renounced, transferred or delivered in the United States, Japan, the Republic of South Africa or any province of Canada or Australia unless pursuant to a relevant exemption;
8. it is entitled to subscribe for the Placing Shares under the laws of all relevant jurisdictions which apply to it and that it has fully observed such laws and obtained all governmental and other consents which may be required thereunder or otherwise and complied with all necessary formalities and that it has not taken any action which will or may result in the Company or Mirabaud Securities or any of their respective directors, officers, employees or agents acting in breach of any regulatory or legal requirements of any territory in connection with the Placing or its acceptance of Placing Shares and that its commitment constitutes a valid and binding obligation on it;
9. it has obtained all necessary consents and authorities (regulatory or otherwise) to enable it to give its commitment to subscribe for the Placing Shares and to perform its subscription obligations;
10. it is acting as principal and for no other person and that its acceptance of Placing Shares will not give a contractual right to require the issue by the Company of any Placing Shares;
11. it will (or will procure that its nominee will), if applicable, make notification to the Company of the interest in its shares in accordance with the articles of association of the Company;
12. it is a Qualified Investor as defined in section 86(7) of FSMA and is a person (i) having professional experience in matters relating to investments who falls within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) who falls within Article 49(2)(a) to (d) ("High Net Worth Companies, Unincorporated Associations, etc") of the Order or (iii) to whom this Announcement may otherwise lawfully be communicated;
13. it is not, nor it is acting on behalf of, a person falling within subsections (6), (7) or (8) of sections 67 or 70 respectively or subsections (2) and (3) of section 93 or subsection (1) of section 96 of the Finance Act 1986;
14. that no instrument under which it acquires Placing Shares (whether as principal, agent or nominee) will be subject to stamp duty or SDRT at the increased rates referred to in sections 67 or 93 (Depository Receipts) or section 70 or 96 (Clearance Services) of the Finance Act 1986;
15. that it irrevocably appoints any director of Mirabaud Securities as its agent for the purpose of executing and delivery to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares offered to it by Mirabaud Securities;
16. that if it elects to receive its Placing Shares in uncertificated form, the CREST member account identified in the Contract Note returned by it is not marked;
17. to indemnify and hold the Company and Mirabaud Securities harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach by it (or any person on whose behalf it is acting) of the representations, warranties, acknowledgements, agreements and undertakings contained in this appendix and further agrees that the provisions of this appendix shall survive after completion of the Placing;
18. that its obligations will be owed to the Company and Mirabaud Securities and acknowledges that it has an immediate, separate, irrevocable and binding obligation, owed to Mirabaud Securities, to pay to Mirabaud Securities (or as it may direct) in cleared funds an amount equal to that shown in the Contract Note;
19. that the Company and Mirabaud Securities will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings which are given to Mirabaud Securities on its own behalf and on behalf of the Company and are irrevocable;
20. it is aware of, have complied with and will continue to comply with any obligations it has under the FSA's Money Laundering Rules, the Criminal Justice Act 1993, section 118 of FSMA, the Terrorism Act 2000, the Anti Terrorism Crime and Security Act 2001 and the Proceeds of Crime Act 2002 to the extent applicable to it and in respect of its subscription for Placing Shares:(i) it has complied fully with its obligations pursuant to the Money Laundering Regulations 2007; and (ii) it will provide Mirabaud Securities on demand with any information it may require for the purposes of verification under the Money Laundering Regulations 2007;
21. that to ensure compliance with the FSA's Money Laundering Rules, the Terrorism Act 2000, the Anti Terrorism Crime and Security Act 2001, the Proceeds of Crime Act 2002 and the Money Laundering Regulations 2007 (as applicable) Mirabaud Securities may, in its absolute discretion, require verification of the Placees identity to the extent that it has not already provided the same. Pending the provision to Mirabaud Securities of evidence of identity, definitive certificates in respect of Placing Shares may be retained at its absolute discretion. If within a reasonable time after a request for verification of identity Mirabaud Securities has not received evidence satisfactory to it, Mirabaud Securities may, at its absolute discretion, terminate the proposed issue of Placing Shares to the Placee in which event the monies payable on acceptance of the allotment will, if paid, be returned without interest to the account of the drawee bank from which they were originally debited. No Placing Shares will be placed with a Placee if before Admission its acceptance of any Placing Shares is rejected pursuant to the Money Laundering Regulations 2007;
22. that it will not make any offer to the public of those Placing Shares to be subscribed by it for the purposes of the Prospectus Rules issued by the FSA with effect from 1 July 2005 pursuant to Commission Regulation (EC) No. 809/2004;
23. that it will not distribute any document relating to the Placing Shares and it will be acquiring the Placing Shares for its own account as principal or for a discretionary account or accounts (as to which it has the authority to give the statements set out herein) for investment purposes only;
24. that this Announcement does not constitute an offer to sell, or the solicitation of an offer to buy, Placing Shares in any jurisdiction in which such an offer or solicitation is unlawful. It acknowledges and agrees that the Placing Shares have not been and will not be registered or qualified for sale under the security laws of the United States, Japan, the Republic of South Africa or any province of Canada or Australia. Accordingly, the Placing Shares may not be offered or sold, directly or indirectly, within the United States or to US Persons (as defined in paragraph 25 below) or within or to persons who are nationals of or are resident in or who are corporations or other entities organised under the laws of Japan, the Republic of South Africa, or any provinces of Canada or Australia unless pursuant to a relevant exemption. Each Placee agrees not to distribute this Announcement in or into the United States, Japan, the Republic of South Africa, Canada, or Australia;
25. that it is not a US Person (as defined below) or a person who is a national of or resident in or who is a corporation or other entity organised under the laws of Japan, the Republic of South Africa or any province of Canada or Australia and that it is not acquiring Placing Shares on behalf of, or with a view to re-sale directly or indirectly to, any US Person or a person who is a national of or resident in or who is a corporation or other entity organised under the laws of Japan, the Republic of South Africa or any province of Canada or Australia or to any other person whom ithas reason to believe is subscribing for such Placing Shares for the purposes of such re-offer or re-sale. In this Announcement, "US Person" means a citizen or resident of the United States, a citizen or partnership or other entity created or organised in or under the laws of the United States or any sub-division thereof or therein and any estate or trustee which is subject to US federal income taxation regardless of its source.
The agreement to settle a Placee's acquisition of Placing Shares (and/or the acquisition by 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 an acquisition by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement related to any other dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor Mirabaud Securities will be responsible. If this is the case, each Placee should seek its own advice and notify Mirabaud Securities.
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 UK by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares.
Each Placee, and any person acting on behalf of the Placee, acknowledges that Mirabaud Securities does not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities expected to be contained in the Placing Agreement.
When a Placee or person acting on behalf of the Placee is dealing with Mirabaud Securities, any money held in an account with Mirabaud Securities 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 the 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 Mirabaud Securities' money in accordance with the client money rules and will be used by Mirabaud Securities in the course of its own business and each Placee will rank only as a general creditor of Mirabaud Securities.
Appendix II
DEFINITIONS
The following definitions apply throughout this Announcement unless the context otherwise requires:
"Admission"
| admission of the Placing Shares to trading on AIM and such admission becoming effective in accordance with rule 6 of the AIM Rules
|
"AIM" | the market of that name operated by the London Stock Exchange
|
"Announcement" | means this announcement (including the appendices to this announcement)
|
"Cenkos"
| Cenkos Securities plc, nominated adviser and joint broker to the Company
|
"Company" | Maple Energy 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
|
"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 2000 (as amended)
|
"Group" | the Company, its subsidiaries and its subsidiary undertakings
|
"Issue Price" | 60.5 pence per Placing Share
|
"Joint Brokers" | Cenkos and Mirabaud Securities
|
"London Stock Exchange" | London Stock Exchange Plc
|
"Mirbaud Securities" | Mirabaud Securities LLP, joint broker to the Company
|
"Ordinary Shares" | ordinary shares of US$0.01 each in the capital of the Company
|
"Placing" | the placing of the Placing Shares at the Issue Price
|
"Placing Agreement" | the agreement dated 29 January 2013 between the Company, Cenkos and Mirabaud Securities relating to the Placing
|
"Placing Shares" | 14,921,595 new Ordinary Shares to be issued by the Company
|
"UK" or "United Kingdom" | the United Kingdom of Great Britain and Northern Ireland |
Related Shares:
MPLE.L