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Proposed Placing of 13,829,525 New Ordinary Shares

2nd Feb 2012 07:00

RNS Number : 6498W
President Petroleum Company PLC
02 February 2012
 



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 Petroleum Company PLC or other evaluation of any securities of President Petroleum Company 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 February 2012

 

PRESIDENT PETROLEUM COMPANY PLC

(Incorporated in England and Wales with registered no. 5104249)

("President" or the "Company")

 

Proposed Placing of 13,829,525 New Ordinary Shares at 45 pence per share

 

President Petroleum (AIM: PPC), the oil and gas exploration and production company announces that it has conditionally placed 13,829,525 New Ordinary Shares with institutional investors at a price of 45 pence per share, to raise gross proceeds of £6.2 million (approximately US$9.8 million and £5.9 million net of expenses). The Placing Price represents a discount of 4.8 per cent. to the closing middle market price of 47.25 pence per Ordinary Share on 1 February 2012, being the last trading day before this Announcement.

 

 

Highlights

 

·; Placing provides additional flexibility to expand activities in Argentina

·; Recent drilling results, combined with announced activity on reservoir engineering and exploration targets have encouraged President to accelerate activity

·; Peter Levine through his investment vehicles has subscribed for his pro-rata share of the Placing

 

Commenting on today's announcement, John Hamilton, Interim Chairman of President said:

 

"Our Argentine acquisition is providing considerable running room across the spectrum of production, appraisal, and exploration. We look forward to continuing to grow this business during 2012."

 

An investor presentation regarding the Placing will be available on President's website: www.presidentpc.com.

 

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.

 

Dr Jonathan M Cohen, FGS, C Geol, Executive Vice President of Exploration, who meets the criteria of qualified persons under the AIM guidance note for mining and oil and gas companies, has reviewed and approved the technical information contained in this Announcement.

 

 

For further information contact:

 

 

President Petroleum Company PLC

+44 (0) 207 811 0140

John Hamilton, Interim Chairman

 

Ben Wilkinson, Finance Director

 

 

 

RBC Capital Markets (Sole Bookrunner)

+44 (0) 207 653 4000

Jeremy Low

Stephen Foss

Matthew Coakes

Pelham Bell Pottinger

+44 (0) 207 861 3232

James Henderson

Mark Antelme

Jenny Renton

 

 

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. President 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 President's control. As a result, President's actual future results may differ materially from the plans, goals, and expectations set forth in President Petroleum's forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of President 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, President 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 President'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 President and the information contained herein has not been verified by RBC Capital Markets.

 

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 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 President and for no-one else in connection with the Placing, and will not be responsible to anyone other than President 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.

 

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 President or RBC Capital Markets 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 President and RBC Capital Markets 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 or Japan 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 President 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 President 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 or Japan. 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 President's website nor any website accessible by hyperlinks on President's website is incorporated in, or forms part of, this Announcement.

 

 

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.

 

Proposed Placing of 13,829,525 New Ordinary Shares at 45 pence per share

 

 

1. Introduction

 

The Board announces that it proposes to raise £6.2 million (approximately US$9.8 million and £5.9 million net of expenses) by way of a conditional placing of 13,829,525 New Ordinary Shares at a price of 45 pence per share. The Placing is conditional upon Admission.

 

 

2. Background to and reasons for the Placing

 

The Company has recently announced the results of the first well drilled at Puesto Guardian, Pozo Escondido Este 1001. This well intersected some 32 metres of gross pay, has been cased and cemented, and will be completed as a producer in the carbonate interval of the Cretaceous Yacoraite formation. Additionally, following a first phase of reservoir engineering study, the Company has announced a programme of workovers and fracs of previously shut-in wells. The first of these reservoir reviews has identified a potential additional 50 million barrels of gross oil in place in the Pozo Escondido field. Further geological and reservoir work will now continue on other fields within the concession area. 

 

President has also recently announced a Gaffney Cline prospective resource evaluation of the Martinez del Tineo prospect in the Paleozoic interval at its Puesto Guardian concession in Argentina. The gross best estimate prospective resources of 570 billion cubic feet of gas and 14.5 million barrels of condensate (President 50% working interest) are potentially significant in the context of the Group's current reserves position. Gaffney Cline highlights a gross unrisked NPV 10 value of the prospect at over US$1 billion. It is the intention of the Company to continue geological studies on other Paleozoic leads on the concession and firm up a drill plan to test the Paleozoic prospect at Martinez del Tineo, potentially as a deepening of a new production well in the Cretaceous. The Company intends to drill this first prospect during 2012.

 

 

3. Outlook

 

The Board, fully supported by its largest shareholder, LCM, believes that the Placing, when combined with existing cash resources and cashflow from production, will enable the Company to continue its rapid pace of development, maintain flexibility and maximise the potential of its assets. The Board also wishes to maintain its position of being able to acquire further oil and gas assets should attractive opportunities become available.

 

 

4. Use of proceeds

 

The expanded activity of its business in Argentina entails additional capital for:

 

·; Major workover, re-entry and frac programme of shut-in wells

·; Further geological and reservoir engineering studies on Cretaceous fields

·; Application of horizontal drilling and modern completion techniques for enhanced recovery

·; Advancement of geological studies on deeper Paleozoic leads

·; Expansion of the operational base in Argentina

·; VAT timing differences (due to increased capital expenditure)

 

 

5. Levine Capital Management Limited

 

LCM and the Related Parties, who the UK Panel on Takeovers and Mergers has deemed to be acting in concert with LCM for the purpose of the City Code on Takeovers and Mergers, currently holds 33,445,000 Existing Ordinary Shares in aggregate, representing approximately 29.1 per cent. of the Company's Existing Ordinary Shares. LCM has irrevocably agreed to subscribe for 4,114,525 New Ordinary Shares pursuant to the Placing which will result in LCM and the Related Parties increasing their holding in the capital of the Company to approximately 29.2 per cent of the Company's Enlarged Share Capital.

 

6. Directors' shareholdings

 

David Jenkins, whose appointment to the Board was recently announced and is expected to take effect on or around 6 February 2011, has agreed to subscribe for 25,000 New Ordinary Shares at the Placing Price.

 

Immediately after Admission, it is expected that the Directors will have the following beneficial shareholdings:

 

Director

Total no. of Ordinary Shares held following Admission

Percentage of the Enlarged Share Capital immediately following Admission

John Hamilton

300,000

0.23%

Ben Wilkinson

40,000

0.03%

Michael Cochran

100,000

0.08%

David Wake-Walker

128,804

0.10%

David Jenkins*

25,000

0.02%

 

* Appointment expected to take effect on or around 6 February 2011

 

7. Related party transaction

 

The subscription by LCM in the Placing is classified as a related party transaction under the AIM Rules. Accordingly, the Directors, excluding John Hamilton, Ben Wilkinson and Michael Cochran, consider, having consulted with RBC Capital Markets, the Company's nominated adviser, that the terms of the participation are fair and reasonable insofar as independent Shareholders are concerned.

 

 

8. The Placing

 

The Company proposes to raise gross proceeds of £6.2 million (approximately US$9.8 million) and £5.9 million net of expenses (approximately US$9.3 million), through the issue of the New Ordinary Shares at the Placing Price. The Placing Price represents a discount of 4.8 per cent. to the closing middle market price of 47.25 pence per Ordinary Share on 1 February 2012, being the last practicable date prior to this Announcement. The New Ordinary Shares will represent approximately 10.76 per cent. of the Company's issued Ordinary Share capital immediately following Admission.

 

Pursuant to the terms of the Placing Agreement, RBC Capital Markets has conditionally agreed to use their reasonable endeavours, as agents for the Company, to place the New Ordinary Shares at the Placing Price with certain institutional and other investors or, in the event of any default by any such Placee, subscribe for such shares (excluding the LCM Placing Shares). The Placing Agreement is conditional upon, inter alia, Admission becoming effective on or before 8.00 a.m. on 7 February 2012 (or such later time and/or date as the Company and RBC Capital Markets may agree, but in any event by no later than 8.00 a.m. on 20 February 2012).

 

The Placing Agreement contains warranties from the Company in favour of RBC Capital Markets in relation to, inter alia, the accuracy of the information contained in this Announcement and certain other matters relating to the Group and its business. In addition, the Company has agreed to indemnify RBC Capital Markets and certain of its affiliates and employees in relation to certain liabilities it may incur in respect of the Placing. RBC Capital Markets has the right to terminate the Placing Agreement in certain circumstances prior to Admission, in particular, for force majeure or in the event of a material breach of the warranties set out in the Placing Agreement.

 

 

9. Settlement and dealings

 

Application has been made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM. It is expected that such Admission will become effective and that dealings will commence at 8.00 a.m. on 7 February 2012.

 

The New Ordinary 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. It is expected that CREST accounts will be credited on the day of Admission and that share certificates (where applicable) will be dispatched by first class post, at the risk of Shareholders, by 10 February 2012.

 

The Company's Enlarged Share Capital immediately following the Placing will be 128,562,055 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.

APPENDICES

 

 

 

 

EXCHANGE RATES

 

In this Announcement, references to "pounds sterling", "£", "pence" and "p" are to the lawful currency of the United Kingdom and references to "US dollars", "$" and "cents" are to the lawful currency of United States of America. Unless otherwise stated, the basis of translation of pounds sterling into US dollars for the purposes of inclusion in this Announcement is US$1.58/£1.00.

 

PLACING 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 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 NEW ORDINARY 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 Capital Markets has today entered into an agreement with the Company (the "Placing Agreement") under which, subject to the conditions set out in that agreement, RBC Capital Markets has agreed to use its respective reasonable endeavours to procure subscribers for New Ordinary Shares at the Placing Price with certain institutional and other investors or, in the event of any default by any subscriber, subscribe for such shares itself (other than the LCM Placing Shares), as further described in this Announcement and as set out in the Placing Agreement.

The New Ordinary 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 New Ordinary 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 7 February 2012 and that dealings in the New Ordinary Shares will commence at that time.

Participation in, and principal terms of, the Placing

RBC Capital Markets is arranging the Placing as agent for and on behalf of the Company. RBC Capital Markets will determine in its 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 New Ordinary Shares.

Each Placee will be required to pay to RBC Capital Markets, on the Company's behalf, the Placing Price for each New Ordinary 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 New Ordinary Shares under the Placing will be owed to RBC Capital Markets and the Company. Each Placee has an immediate, separate, irrevocable and binding obligation, owed to RBC Capital Markets, to pay to it (or as it may direct) in cleared funds an amount equal to the product of the Placing Price and the number of New Ordinary 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 Capital Markets, (ii) any of its directors, officers, employees or consultants, nor (iii) to the extent not contained with (i) or (ii), any person connected with RBC Capital Markets 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 RBC Capital Markets under the Placing Agreement are conditional on, amongst other things:

(a) the warranties contained in the Placing Agreement being true, accurate and not misleading in any respect as at the date of the Placing Agreement and at all times up to and including Admission (in each case in the opinion of the Bank, acting in good faith) by reference to the facts and circumstances existing from time to time;

(b) 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);

(c) in the opinion of the Bank, acting in good faith, there having been no material adverse change, whether or not foreseeable at the date of the Placing Agreement, in, or any development involving a prospective material adverse change in or affecting, the condition (financial operational, legal or otherwise) or the assets, earnings, management, business affairs, business prospects or financial prospects of the Company or of the Group (taken as a whole), whether or not arising in the ordinary course of business; and

(d) Admission taking place by not later than 8.00 a.m. on 20 February 2012 (or such other later date as may be agreed between the parties).

If any of the conditions contained in the Placing Agreement in relation to the New Ordinary Shares are not fulfilled or waived by the Bank, 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 New Ordinary 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 Bank 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 Bank may, in its absolute discretion and on such terms as it thinks appropriate, waive fulfilment by the Company of the whole or any part of any or all of the Company's obligations in relation to the conditions in the Placing Agreement (to the extent permitted by applicable law or regulation). Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

None of the Bank, 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 Bank.

Termination of the Placing Agreement

The Bank is entitled, at any time before Admission, to terminate the Placing Agreement in relation to its obligations in respect of the New Ordinary Shares by giving notice to the Company if, amongst other things, any of the following events have occurred:

(a) any of the warranties under the Placing Agreement being untrue, inaccurate or misleading in any respect when made or becoming untrue, inaccurate or misleading in any respect (in each case in the opinion of the Bank, acting in good faith) by reference to the facts and circumstances existing from time to time or any matter arising which might reasonably be expected to give an entitlement on the part of the Bank to make a claim under the indemnities set out in the Placing Agreement; or

(b) any statement made in this Announcement or the Company's presentation to potential Placees (together the "Marketing Documents") being untrue, inaccurate or misleading in any respect when made or becoming untrue, inaccurate or misleading in any respect (in each case in the opinion of the Bank, acting in good faith) by reference to the facts and circumstances existing from time to time, or any matter arising which might, if the Marketing Documents were issued at that time, constitute a material omission from them or a misleading inaccuracy in any announcements released by the Company through a Regulatory Information Service or other document issued to shareholders of the Company or otherwise to the public by any member of the Group, in each case since the Accounts Date; or

(c) any of the following has occurred:

(i) the suspension of trading in securities generally on the London Stock Exchange or the New York Stock Exchange or trading is limited or minimum prices established on any such exchange;

(ii) the declaration of a banking moratorium in London or by the US federal or New York State authorities or any material disruption to commercial banking or securities settlement or clearance services in the US or the UK;

(iii) any adverse change, whether or not foreseeable at the date of the Placing Agreement, or development involving a prospective adverse change, in the financial markets in the United States, the United Kingdom, Argentina or any member of the European Union, or in international financial, economic, political, industrial or market conditions or currency exchange rates or any incident of terrorism or outbreak or escalation of hostilities or any declaration by the UK or the US of a national emergency or war or any other calamity or crisis;

(iv) an adverse change, whether or not foreseeable at the date of the Placing Agreement, or a prospective adverse change occurring since the date of the Placing Agreement, in US or UK or Argentina taxation affecting the Group or the Ordinary Shares or the transfer of the Ordinary Shares or the imposition of exchange controls by the United States or the United Kingdom or Argentina,

which events described in (i), (ii), (iii) or (iv) above the Bank considers in its opinion (acting in good faith) may have an adverse effect on the financial or trading position or the business or prospects of the Group which is material in the context of Group as a whole or which renders it impracticable or inadvisable to market the New Ordinary Shares or to enforce the contracts for the sale of the New Ordinary Shares; or

(d) in the opinion of the Bank (acting in good faith), any material adverse change, whether or not foreseeable at the date of the Placing Agreement, in, or any development involving a prospective material adverse change in or affecting, the condition (financial operational, legal or otherwise) or the assets, earnings, management, business affairs, business prospects or financial prospects of the Company or of the Group (taken as a whole), whether or not arising in the ordinary course of business.

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 Bank of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the Bank and that the Bank need not make any reference to Placees and that the Bank 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 Bank or any other person and none of the Bank 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 New Ordinary 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 New Ordinary Shares (or a portion thereof) to Placees in certificated form if, in the Bank's 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 Bank.

Each Placee's commitment to acquire a fixed number of New Ordinary Shares under the Placing has been agreed orally or via email with the Bank or via the Bloomberg messaging system. Such agreement constitutes a legally binding commitment on such Placee's part to acquire that number of New Ordinary 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.

Following the release of this Announcement, each Placee allocated New Ordinary Shares in the Placing will be sent a contract note (if affirmation is not sent electronically) stating the number of New Ordinary 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 Bank. Settlement should be through RBC Capital Markets against CREST ID: 388, account designation: RBC. For the avoidance of doubt, Placing allocations will be booked with a trade date of 2 February 2012 and settlement date of 7 February 2012, the date of Admission.

The Company will deliver the New Ordinary Shares to the CREST accounts operated by RBC Capital Markets as agent for the Company and RBC Capital Markets 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 New Ordinary Shares to that Placee against payment.

It is expected that settlement will take place on 7 February 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 Bank.

Each Placee is deemed to agree that, if it does not comply with these obligations, the Company may sell any or all of the New Ordinary 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 New Ordinary Shares on such Placee's behalf.

If New Ordinary 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 New Ordinary 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 New Ordinary 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 New Ordinary 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 Capital Markets 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 New Ordinary Shares or the Company or any other person other than this Announcement; nor has it requested any of RBC Capital Markets, 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 New Ordinary Shares is not, and at the time the New Ordinary Shares are acquired will not be located in or residents of a Restricted Jurisdiction, and (ii) the New Ordinary 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 Capital Markets or any person acting on its 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 New Ordinary 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 New Ordinary Shares and that it has neither received nor relied on any other information given or representations, warranties or statements made by any of the Bank or the Company and none of RBC Capital Markets 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 the Bank nor any person acting on behalf of it 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 New Ordinary Shares is, or is acting as nominee or agent for, and that the New Ordinary 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 New Ordinary 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 Bank 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 New Ordinary 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 New Ordinary 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 New Ordinary 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 New Ordinary 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 New Ordinary 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 New Ordinary Shares under the laws of all relevant jurisdictions which apply to it, and that its subscription of the New Ordinary 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 New Ordinary Shares allocated to it in accordance with this Announcement on the due time and date set out herein, failing which the relevant New Ordinary Shares may be placed with other subscribers or sold as the Bank may in its discretion determine and without liability to such Placee;

18 acknowledges that neither of the Bank, nor any of its respective affiliates, nor any person acting on behalf of it, 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 Capital Markets for the purposes of the Placing and that the Bank has no duties or responsibilities to it for providing the protections afforded to its 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 New Ordinary Shares will be (i) itself or (ii) its nominee, as the case may be. Neither the Bank 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 indemnify the Company and the Bank in respect of the same on the basis that the New Ordinary Shares will be allotted to the CREST stock account of RBC Capital Markets 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 New Ordinary Shares (together with any interest chargeable thereon) may be taken by the Company or RBC Capital Markets 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 Capital Markets and its 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 Capital Markets 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 Bank and its 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 New Ordinary 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 New Ordinary 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 Bank. 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 New Ordinary 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 New Ordinary Shares is, or is acting as nominee or agent for, and that the New Ordinary 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 New Ordinary 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 Bank 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 Bank accordingly;

25 understands that no action has been or will be taken by any of the Company, the Bank or any person acting on behalf of the Company or the Bank that would, or is intended to, permit a public offer of the New Ordinary Shares in any country or jurisdiction where any such action for that purpose is required;

26 in making any decision to subscribe for the New Ordinary 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 New Ordinary 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 New Ordinary 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 Capital Markets or any of its Affiliates;

28 understands and agrees that it may not rely on any investigation that RBC Capital Markets or any person acting on its behalf may or may not have conducted with respect to the Company, its group, or the Placing and RBC Capital Markets has not made any representation to it, express or implied, with respect to the merits of the Placing, the subscription for the New Ordinary 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 New Ordinary Shares. It acknowledges and agrees that no information has been prepared by RBC Capital Markets 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 New Ordinary Shares; and

30 accordingly it acknowledges and agrees that it will not hold RBC Capital Markets or any of its 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 Capital Markets or any person acting on behalf of RBC Capital Markets, 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 New Ordinary Shares acknowledges that: (i) the New Ordinary 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 New Ordinary Shares have not been and will not be registered under the Securities Act; and (ii) the offer and sale of the New Ordinary 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 New Ordinary 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 New Ordinary Shares or the agreement by them to subscribe for any New Ordinary Shares.

Each Placee and any person acting on behalf of each Placee acknowledges and agrees that RBC Capital Markets or any of its affiliates may, in its absolute discretion, agree to become a Placee in respect of some or all of the New Ordinary Shares.

When a Placee or person acting on behalf of the Placee is dealing with RBC Capital Markets, any money held in an account with any of RBC Capital Markets 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 Capital Markets's money in accordance with the client money rules and will be used by RBC Capital Markets in the course of its own business; and the Placee will rank only as a general creditor of RBC Capital Markets.

All times and dates in this Announcement may be subject to amendment. The Bank 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:

 

"Accounts Date"

31 December 2010

"Act"

the Companies Act 2006 (as amended)

"Admission"

admission of the New Ordinary 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" or "President"

President Petroleum Company 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

"Disclosure and Transparency Rules"

the disclosure and transparency rules made under section 73A FSMA (as amended from time to time)

"Enlarged Share Capital"

the issued ordinary share capital of the Company immediately following Admission

"Existing Ordinary Shares"

the 114,732,530 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

"London Stock Exchange"

London Stock Exchange plc

"LCM" or "Levine Capital Management"

Levine Capital Management Limited, a company registered in the British Virgin Islands

"LCM Placing Shares"

the New Ordinary Shares conditionally subscribed for by LCM and any affiliate(s) of LCM and/or Peter Levine

Long Stop Date

20 February 2012

"New Ordinary Shares"

the 13,829,525 new Ordinary Shares of 1 pence each to be issued in connection with the Placing

"NPV 10"

net present value at a discount rate of 10 per cent.

"Ordinary Shares"

ordinary shares of 1 pence each in the capital of the Company

"Placee"

means those persons (including individuals, funds or otherwise) by whom or on whose behalf a commitment has been given to subscribe for New Ordinary Shares on the terms and conditions contained in this Announcement, including the Appendices to this Announcement (but specifically excluding any persons who are to subscribe for New Ordinary Shares otherwise than pursuant to such terms and conditions and on the basis of the separate terms and conditions contained in placing letters which are entered into directly with Company)

"Placing"

the conditional placing of the New Ordinary Shares at the Placing Price by the Bank acting as agent for and on behalf of the Company pursuant to the terms of the Placing Agreement

"Placing Agreement"

the agreement dated 2 February 2012 between (i) the Company and (ii) RBC Capital Markets relating to the Placing, further details of which are set out in this Announcement

"Placing Price"

45 pence per New Ordinary Share

"RBC Capital Markets" or "the Bank"

RBC Capital Markets Europe Limited (trading as RBC Capital Markets Capital Markets), the Company's nominated adviser and sole bookrunner

"Regulatory Information Service"

a regulatory information service that is approved by the London Stock Exchange for the release of AIM announcements and is on the list of regulatory information services maintained by the London Stock Exchange

"Related Parties"

John Hamilton, Ben Wilkinson and Michael Cochran

"Restricted Jurisdiction"

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 or Japan or any other jurisdiction in which it would be unlawful to distribute this Announcement or its Appendices or subscribe for New Ordinary Shares

"Shareholders"

holders of Ordinary Shares

UK" or "United Kingdom"

the United Kingdom of Great Britain and Northern Ireland

"United States" or "US"

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

 

 

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