4th Feb 2011 07:00
4 February 2011
ANNOUNCEMENT
RESULTS OF PLACING
THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL
MAX PETROLEUM PLC
("Max Petroleum" or the "Company")
Further to the announcement dated 2 February 2011 (the "Placing Announcement"), Max Petroleum is pleased to announce that 309,846,935 new ordinary shares in the Company have been successfully placed by Macquarie Capital (Europe) Limited ("Macquarie") and J.P. Morgan Securities Ltd., which conducts its UK investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan Cazenove") as joint bookrunners, and Renaissance Capital Limited ("Renaissance") as Co-Lead Manager, to institutional investors.
The Placing Price has been set at 17.00 pence per share. The Placing Price is equivalent to a 10.5% discount to the closing mid-market price on AIM on 2 February 2011. Accordingly, the Placing will raise gross proceeds of US$85.0 million (£52.7 million). The Placing Shares represent approximately 69% of the Company's issued share capital, on an undiluted basis, prior to the Placing and conversion of warrants by Macquarie Bank.
When issued, the Placing Shares will be fully paid and will rank pari passu in all respects with the Existing Ordinary Shares of the Company 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 trading on AIM. It is expected that, conditional upon the matters described in the Placing Announcement taking place, including the passing of the Shareholder Resolutions at the General Meeting, the approval of the Bondholders to the Convertible Bonds Extension, completion of the Credit Facility Extension and on the Placing Agreement otherwise becoming wholly unconditional and not being terminated in accordance with its terms, admission to trading on AIM will take place on or around 1 March 2011.
General Meeting and Undertakings
A notice is expected to be sent to shareholders early next week convening a general meeting for on or around 28 February 2011. The Company has received irrevocable undertakings to vote in favour of the Shareholder Resolutions from the Directors holding (directly or indirectly) in aggregate 4,631,826 Ordinary Shares representing 1.02 per cent. of the Existing Ordinary Shares.
In addition, Shareholders holding 49,459,473 Ordinary Shares, representing 10.94 per cent. of the Existing Ordinary Shares, have irrevocably undertaken to vote their Ordinary Shares in favour of the Shareholder Resolutions.
Accordingly, the Company is in receipt of irrevocable undertakings in respect of 54,091,299 Ordinary Shares representing in aggregate 11.97% of the Existing Ordinary Shares.
Capitalised terms used in this Announcement are, save where the context requires otherwise, as defined in the Placing Announcement.
Michael Young, President and CFO of Max Petroleum, commented:
"We are very pleased with the response we have received from our existing shareholders and new investors. This successful offering will provide the capital to test our exciting deep pre-salt portfolio as well as continue with our shallow post-salt programme. We look forward to updating shareholders on our progress."
Contacts
Max Petroleum |
|
Michael YoungPresident and Chief Financial Officer | Tel: +44 (0)20 7355 9590 |
Peter MossVice PresidentCorporate Development and Investor Relations | Tel: +44 (0)20 7355 9590 |
Merlin PR David Simonson Tom Randell Macquarie Capital |
Tel: + (0)20 7726 8400 Tel: +44 (0)20 7726 8400
|
Ben Oakley | Tel: +44 (0)203 037 2147 |
Paul Connolly | Tel: +44 (0)203 037 2000 |
Steve Baldwin | Tel: +44 (0)203 037 2000 |
J.P. Morgan Cazenove |
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Colin Carscadden Neil Haycock | Tel: +44 (0)20 7742 4000 Tel: +44 (0)20 7742 4000 |
Renaissance Capital Limited |
|
Angelo Morganti | Tel: +7 (727) 244-1576 |
Simon Matthews | Tel: +44 (0)20 7367 7958 |
WH Ireland Ltd |
|
Daniel Bate | Tel: +44 (0)161 832 2174 |
IMPORTANT NOTICE
This Announcement has been issued by and is the sole responsibility of the Company. 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 J.P. Morgan Cazenove, Macquarie, Renaissance 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.
J.P. Morgan Cazenove and Macquarie are acting as Joint Bookrunners and Renaissance is acting as Co-Lead Manager in connection with the Placing. J.P. Morgan Cazenove, Macquarie and Renaissance, each of which is authorised and regulated by the Financial Services Authority are acting for the Company in connection with the Placing and no-one else and neither J.P. Morgan Cazenove, Macquarie nor Renaissance will be responsible to anyone other than the Company for providing the protections afforded to the respective clients of J.P. Morgan Cazenove, Macquarie and Renaissance nor for providing advice in relation to the Placing or any other matter referred to herein.
The distribution of this Announcement and the Placing of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, J.P. Morgan Cazenove, Macquarie or Renaissance 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 the Company, J.P. Morgan Cazenove, Macquarie and Renaissance to inform themselves about, and to observe, such restrictions.
The information in this Announcement shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would require preparation of further prospectuses or other offer documentation, or be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.
No public offer of securities of the Company is being made in Australia, the United Kingdom, the United States, the Republic of South Africa or elsewhere. The information in this Announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act") nor the security laws of any state or other jurisdiction of the United States. The securities mentioned herein may not be offered or sold in the United States except pursuant to Regulation S under the Securities Act or another exemption from, or transaction not subject to, the registration requirements of the Securities Act. There will be no public offer of securities in the United States.
The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.
This Announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Announcement and include, but are not limited to, statements regarding the Company's intentions, beliefs or current expectations concerning, among other things, the Group's results of operations, financial position, liquidity, prospects, growth, strategies and expectations.
By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Forward-looking statements are not guarantees of future performance and the development of the markets and the industry in which the Group operates, may differ materially from those described in, or suggested by, the forward-looking statements contained in this Announcement. In addition, even if the development of the markets and the industry in which the Group operates are consistent with the forward-looking statements contained in this Announcement, those developments may not be indicative of developments in subsequent periods. A number of factors could cause developments to differ materially from those expressed or implied by the forward-looking statements including, without limitation, general economic and business conditions, industry trends, competition, changes in regulation or government, changes in its business strategy, political and economic uncertainty and other factors.
Any forward-looking statements in this Announcement reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group's operations and growth strategy. Investors should specifically consider the factors which could cause results to differ before making an investment decision. Subject to the requirements of the AIM Rules for Companies or applicable law, the Company undertakes no obligation publicly to release the result of any revisions of any forward-looking statements in this Announcement that may occur due to any change in the Company's expectations or to reflect events or circumstances after the date of this Announcement.
Related Shares:
MXP.L