10th Nov 2009 12:55
10 November 2009
Afren plc (AFR LN)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN
Result of Placing - £104.9 million (US$175.0 million) Raised
Afren plc ("Afren" or the "Company") announces that it has raised £104.9 million (US$175.0 million) before commissions and expenses by the placing completed today of 129.5 million new ordinary shares of 1 penny each in the capital of the Company (the "Placing Shares") with institutional investors at 81 pence per share (the "Placing"). Merrill Lynch International ("Merrill Lynch") is acting as global coordinator and joint bookrunner, Morgan Stanley Securities Limited ("Morgan Stanley") as joint bookrunner and Jefferies International Limited ("Jefferies"), Nomura International plc ("Nomura") and Evolution Securities Limited ("Evolution") as co-lead managers in relation to the Placing.
The Placing represents in aggregate approximately 18.0 per cent. of the issued share capital of Afren prior to the Placing. The Placing Shares will, when issued, rank pari passu in all respects with the existing issued ordinary shares of Afren, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.
The Company will apply for admission of the Placing Shares to the Official List of the UK Listing Authority and to trading on the London Stock Exchange's main market for listed securities ("Admission"). It is expected that Admission will take place and that trading will commence on 3 December 2009.
The Placing is conditional upon, inter alia, Admission becoming effective and upon the passing of the resolutions (without amendment) at the general meeting of the Company scheduled for 30 November 2009. The Placing is also conditional on the placing agreement made between the Company, Merrill Lynch, Morgan Stanley, Jefferies, Nomura and Evolution not being terminated. It is anticipated that the settlement date will be 3 December 2009.
As announced on 4 November 2009, it is expected that the cancellation of the trading in Afren's existing ordinary shares on AIM will take place at the same time as the existing ordinary shares and the Placing Shares are admitted to the Official List and to trading on the London Stock Exchange's main market for listed securities, which is expected to occur on 3 December 2009, subject to the receipt of the necessary approvals from the UK Listing Authority and the London Stock Exchange.
Exercise of Founder Warrants
Afren also today announced the exercise, by certain shareholders including some of the Directors (the "Founder Shareholders"), of 40,000,000 warrants over Ordinary Shares (the "Founder Shares") issued pursuant to the Company's Founders' Investment and Warrant Scheme, which are due to expire on 11 December 2009, raising approximately £15 million (US$25 million) (before expenses) for the Company. The proceeds from the exercise of the warrants do not form part of the proceeds of the Placing but will be used in conjunction with the net proceeds of the Placing.
In order to finance the exercise of these warrants and to pay tax obligations arising from the exercise, the Founder Shareholders agreed to sell 24.5 million of the Founder Shares in the Placing at the Placing Price.
Capitalised terms used, but not defined in this announcement have the same meanings as set out in the announcement released by the Company earlier today in relation to the Placing.
Contacts
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Afren plc |
+44 20 7451 9700 |
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Osman Shahenshah |
Chief Executive |
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Galib Virani |
Head of Acquisitions and Investor Relations |
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BofA Merrill Lynch |
+44 20 7996 1000 |
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Andrew Osborne |
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Rupert Hume-Kendall |
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Morgan Stanley Securities Limited |
+44 20 7425 8000 |
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Edward Knight |
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Jefferies International Limited +44 20 7029 8000 |
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Jack Pryde |
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Nomura International Plc |
+44 20 7102 1000 |
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Jan Laubjerg |
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Evolution Securities Limited |
+44 20 7071 4307 |
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Tim Redfern |
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Pelham Public Relations |
+44 20 7337 1500 |
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James Henderson |
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Mark Antelme |
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN
This announcement contains (or may contain) certain forward-looking statements with respect to certain of Afren'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. Afren 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. 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 Afren's control. As a result, Afren's actual future results may differ materially from the plans, goals, and expectations set forth in Afren's forward-looking statements. Any forward-looking statements made in this announcement by or on behalf of Afren speak only as of the date they are made. Except as required by the Financial Services Authority (the "FSA"), the London Stock Exchange or applicable law, Afren 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 Afren'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 Afren.
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 Merrill Lynch, Morgan Stanley, Jefferies, Nomura or Evolution or by any of their respective affiliates 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.
Merrill Lynch International, which is authorised and regulated in the United Kingdom by the FSA, is acting for Afren and for no-one else in connection with the Placing, and will not be responsible to anyone other than Afren for providing the protections afforded to customers of Merrill Lynch International nor for providing advice to any other person in relation to the Placing or any other matter referred to herein.
Morgan Stanley Securities Limited, which is authorised and regulated in the United Kingdom by the FSA, is acting for Afren and for no-one else in connection with the Placing, and will not be responsible to anyone other than Afren for providing the protections afforded to customers of Morgan Stanley Securities Limited nor for providing advice to any other person in relation to the Placing or any other matter referred to herein.
Jefferies International Limited, which is authorised and regulated in the United Kingdom by the FSA, is acting for Afren and for no-one else in connection with the Placing, and will not be responsible to anyone other than Afren for providing the protections afforded to customers of Jefferies International Limited nor for providing advice to any other person in relation to the Placing or any other matter referred to herein.
Nomura International plc, which is authorised and regulated in the United Kingdom by the FSA, is acting for Afren and for no-one else in connection with the Placing, and will not be responsible to anyone other than Afren for providing the protections afforded to customers of Nomura International plc nor for providing advice to any other person in relation to the Placing or any other matter referred to herein.
Evolution Securities Limited, which is authorised and regulated in the United Kingdom by the FSA, is acting for Afren and for no-one else in connection with the Placing, and will not be responsible to anyone other than Afren for providing the protections afforded to customers of Evolution Securities Limited 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 Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by Afren, Merrill Lynch, Morgan Stanley, Jefferies, Nomura or Evolution 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 Afren, Merrill Lynch, Morgan Stanley, Jefferies Nomura and Evolution 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 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 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 AND THE TERMS AND CONDITIONS SET OUT IN THIS ANNOUNCEMENT RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN AFREN PLC.
This announcement, is not for distribution directly or indirectly in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Canada, Australia, South Africa or Japan or any jurisdiction into which the same would be unlawful. This announcement is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration. No public offering of securities will be made in the United States by Afren in connection with the Placing.
This announcement does not constitute or form part of an offer or solicitation to purchase or subscribe for shares in the capital of Afren in Canada, Australia, South Africa or Japan or any jurisdiction in which such an offer or solicitation is unlawful. No public offering of securities of Afren will be made in connection with the Placing in the United Kingdom 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 has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; and the Placing 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, South Africa or Japan. Accordingly, the Placing 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 the United States, Canada, Australia, South Africa or Japan or any other jurisdiction outside the United Kingdom.
The Placing 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 this announcement should seek appropriate advice before taking any action.
This announcement relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority ("DFSA"). This announcement is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this announcement nor taken steps to verify the information set forth herein and has no responsibility for this announcement. The Placing Shares to which this announcement relates may be illiquid and / or subject to restrictions on their resale. Prospective purchasers of the Placing Shares offered should conduct their own due diligence on the Placing Shares. If you do not understand the contents of this announcement you should consult an authorised financial advisor.
The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange. Neither the content of Afren's website nor any website accessible by hyperlinks on Afren's website is incorporated in, or forms part of, this announcement.
Related Shares:
AFR.L