13th Feb 2013 07:00
PRESS ANNOUNCEMENT
FOR IMMEDIATE RELEASE
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. PLEASE SEE THE IMPORTANT INFORMATION NOTICE AT THE END OF THIS ANNOUNCEMENT.
13 FEBRUARY 2013
JKX OIL AND GAS PLC ("JKX" OR THE "COMPANY" OR THE "GROUP")
RESULT OF FIRM PLACING AND PLACING AND OPEN OFFER
On 28 January 2013, JKX announced that it had successfully entered into arrangements for the placing, subject to certain conditions, of US$40 million of guaranteed unsubordinated convertible bonds due 2018 (the "Bonds") with institutional investors. Of this, US$23.6 million Bonds were placed on a firm basis and US$16.4 million were subject to clawback in respect of valid applications made by qualifying shareholders under the Open Offer. The Bonds have an annual coupon of 8.00 per cent. per annum and a conversion price set at an initial price of 87.425 pence per Ordinary Share. As the Bonds were in principal amounts of US$200,000, qualifying shareholders holding fewer than 2,098,420 Ordinary Shares did not have sufficient shares entitling them to subscribe for Bonds in the Open Offer.
The Open Offer closed for acceptance at 11.00 a.m. on 12 February 2013. The Company announces that it has received valid applications in respect of 13 Bonds from Qualifying Shareholders, representing US$2.6 million. The remaining 69 Bonds available under the Open Offer and representing US$13.8 million have been subscribed for at the Issue Price by institutional placees procured by ISM Capital, as sole bookrunner for the Company, pursuant to the terms of the Placing Agreement.
The Firm Placing and Placing and Open Offer are conditional on the placing agreement between the Company, the Issuer and ISM Capital becoming unconditional in all respects. If the conditions to the Placing Agreement are not fulfilled, the Firm Placing and Placing and Open Offer will not proceed and application monies in relation to the Open Offer will be returned to applicants without interest as soon as possible thereafter. The Firm Placing and Placing and Open Offer are not being underwritten by ISM Capital or by any other person.
The Bonds will be in registered form and will be represented by a global Bond (the ''Global Bond'') registered in the name of, and held by a nominee on behalf of, a common depositary for Euroclear Bank SA/NV (''Euroclear'') and/or Clearstream Banking, socie´te´ anonyme (''Clearstream, Luxembourg'').
It is intended in due course that application will be made for the Bonds to be admitted to the official list of the Luxembourg Stock Exchange and to trading on the Euro MTF. Admission will be conditional on the approval of listing particulars in respect of the Bonds and is expected to occur by no later than the first interest payment date under the Bonds, being 19 August 2013.
It is anticipated that the Bonds will be issued to investors and accepting Shareholders on 19 February 2013.
The definitions used in this announcement have the same meaning as defined in the Circular sent to shareholders on 28 January 2013.
For further information, please contact:
JKX Oil & Gas plc Tel: +44 (0)20 7323 4464
Dr Paul Davies, Chief Executive Officer
Cynthia Dubin, Finance Director
ISM Capital LLP Tel: +44 (0)20 7938 8984
Christopher Thurn
Edward Males
Cardew Group Tel: +44 (0)20 7930 0777
Anthony Cardew
Nadja Vetter
Canaccord Genuity Hawkpoint Limited Tel: +44 (0)207 665 4500
Paul Baines
ISM Capital LLP is acting on behalf of the Company and no one else in connection with the Bonds and will not be responsible to any other person for providing the protections afforded to clients of ISM Capital LLP or for providing advice in relation to the Bonds.
Canaccord Genuity Hawkpoint Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as financial adviser to the JKX Oil & Gas PLC and no-one else and will not be responsible to anyone other than the JKX Oil & Gas PLC for providing the protections afforded to clients of Canaccord Genuity Hawkpoint Limited or for advising any such person in relation to any matter referred to herein.
Related Shares:
JKX.L