2nd Aug 2006 15:59
Max Petroleum PLC02 August 2006 THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THEUNITED STATES, CANADA, AUSTRALIA, THE RUSSIAN FEDERATION OR JAPAN OR TO US,CANADIAN, AUSTRALIAN, RUSSIAN OR JAPANESE PERSONS FOR IMMEDIATE RELEASE Wednesday 02 August 2006 Max Petroleum Plc ("Max Petroleum" or the "Company") CONVERTIBLE BOND - OFFERING UPSIZED TO US$75M Max Petroleum is pleased to announce that the offering of Convertible Bonds due2011 (the "Bonds") announced earlier today has been upsized from the initialoffer size of US$65m to a final offer size of US$75m. As a result, the offeringhas been increased to the maximum size set out in this morning's announcement.We also confirm that the final conversion price has been set at 133p, whichrepresents a premium of approximately 18% to the reference price of 113p and apremium of approximately 24% to the volume weighted average share price of MaxPetroleum for the 30 consecutive business days preceding this morning'sannouncement. The Bonds will be issued at par by Max Petroleum and will carry a coupon of6.75% payable semi-annually in arrear. The Bonds will be convertible into fullypaid 0.01p ordinary shares of the Company. If not converted or previouslyredeemed the Bonds will be redeemed at par on or about 8 September 2011. The Company intends to use the net proceeds of the offering for the accelerationand expansion of its drilling program targeting intermediate leads in its A&EBlocks in Western Kazakhstan. Max Petroleum is in the process of evaluatingseveral of these intermediate structures and intends to fast track this effort.This accelerated intermediate drilling programme will be carried out in parallelwith the established shallow and deep drilling programmes on the Company'sblocks. Commenting on the full increase in the offer size, the Company's ExecutiveChairman, Jim Jeffs, said: "We are delighted that our capital raising has been such a success and welcomeall our new investors. Achieving the maximum offer size means we can now proceedat optimum speed and accelerate our intermediate drilling program to takeadvantage of the extraordinary opportunity which has presented itself to us.With the proceeds of this issue we expect to meet all of our shallow,intermediate and deep drilling commitments and objectives, through 2007, and ouraim is that the Company should be self-funding by 2008." JPMorgan Cazenove Limited is acting as sole bookrunner and placing agent forthis offering. Application will be made for the Bonds to be admitted to trading on the ChannelIslands Stock Exchange. The offering will be subject to shareholder approval,which is proposed to be sought at an Extraordinary General Meeting of theCompany on 24 August 2006, and to the admission of the Bonds to trading on theChannel Islands Stock Exchange. Settlement is expected to occur on or about 8September 2006. Enquiries: Max Petroleum Steve Kappelle T: +44 (0)20 7355 9590 Peter Moss E: [email protected] JPMorgan Cazenove Ian Hannam T: +44 (0) 207 588 2828 Robert Stafler E: [email protected] WH Ireland Ltd Paul Dudley T: +44 (0) 20 7220 1666 E: [email protected] Pelham Public Charles Vivian T: +44 (0)20 7743 6672Relations E: [email protected] Alisdair T: +44 (0) 20 7743 6676 Haythornthwaite E: [email protected] AN OFFERING CIRCULAR WILL BE PUBLISHED IN DUE COURSE. MEMBERS OF THE GENERALPUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE SECURITIES OFFERING. THE SECURITIESARE NOT AND WILL NOT BE OFFERED OTHER THAN TO PERSONS WHO TRADE OR INVEST INSECURITIES IN THE CONDUCT OF THEIR PROFESSION OR TRADE (WHICH INCLUDES BANKS,SECURITIES INTERMEDIARIES (INCLUDING DEALERS AND BROKERS), INSURANCE COMPANIES,PENSION FUNDS, OTHER INSTITUTIONAL INVESTORS AND COMMERCIAL ENTERPRISES WHICH ASAN ANCILLARY ACTIVITY REGULARLY INVEST IN SECURITIES). IN THE UNITED KINGDOM,THE PROMOTION OF THIS OFFERING IS RESTRICTED BY SECTION 21 OF THE FINANCIALSERVICES AND MARKETS ACT 2000 ("FSMA"). THIS ANNOUNCEMENT, IN SO FAR AS ITCONSTITUTES AN INVITATION OR INDUCEMENT TO PARTICIPATE IN THE SECURITIESOFFERING, IS DIRECTED EXCLUSIVELY AT (A) PERSONS WHO HAVE PROFESSIONALEXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5)(INVESTMENT PROFESSIONALS) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000(FINANCIAL PROMOTION) ORDER 2005 ) ("THE ORDER") OR (B) ARE PERSONS FALLINGWITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATEDASSOCIATIONS ETC) OF THE ORDER OR (C) OTHER PERSONS TO WHOM IT MAY BE DIRECTEDWITHOUT CONTRAVENTION OF SECTION 21 OF FSMA (ALL SUCH PERSONS TOGETHER BEINGREFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT, IN SO FAR AS ITCONSTITUTES AN INVITATION OR INDUCEMENT TO PARTICIPATE IN THE OFFERING, MUST NOTBE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENTOR INVESTMENT ACTIVITY TO WHICH THIS COMMUNICATION RELATES IS AVAILABLE ONLY TORELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THISDOCUMENT DOES NOT CONSTITUTE AN OFFER OF ANY SECURITIES FOR SALE. JPMORGAN CAZENOVE LIMITED IS ACTING FOR THE COMPANY AND NO ONE ELSE INCONNECTION WITH THE OFFER OF THE SECURITIES AND WILL NOT BE RESPONSIBLE TO ANYOTHER PERSON FOR PROVIDING THE PROTECTIONS AFFORDED TO ITS CLIENTS, OR FORPROVIDING ADVICE IN RELATION TO THE PROPOSED OFFER. NEITHER THE SECURITIES NORTHE GUARANTEE OF THE BONDS NOR THE SHARES DELIVERABLE ON CONVERSION OF THE BONDSHAVE BEEN, NOR WILL THEY BE, REGISTERED UNDER THE US SECURITIES ACT OF 1933, ASAMENDED (THE "US SECURITIES ACT") AND MAY NOT BE OFFERED OR SOLD WITHIN THEUNITED STATES OR TO US PERSONS (AS DEFINED IN REGULATION S UNDER THE USSECURITIES ACT ("REGULATION S")), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN ATRANSACTION NOT SUBJECT TO, REGISTRATION UNDER THE US SECURITIES ACT. THERE WILLBE NO PUBLIC OFFER OF THE SECURITIES IN THE UNITED STATES. THIS COMMUNICATIONDOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES,CANADA, AUSTRALIA OR JAPAN. NEITHER THIS ANNOUNCEMENT NOR ANY COPY OF IT IS FORDISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR TO ANY USPERSON (AS DEFINED IN REGULATION S) OR INTO CANADA, AUSTRALIA OR JAPAN. ANYFAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF US,CANADIAN, AUSTRALIAN OR JAPANESE SECURITIES LAWS. REGULATION S RESTRICTIONS APPLY, NO OFFER IS BEING MADE IN OR INTO THE US OR TOOR FOR THE BENEFIT OF US PERSONS (AS DEFINED IN REGULATION S). This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
MXP.L