TIDMDPL
RNS Number : 1433J
Dominion Petroleum Limited
27 June 2011
27 June 2011
Dominion Petroleum Limited ("Dominion" or the "Company")
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN,
SOUTH AFRICA OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO
DO SO
Dominion announces the successful Placing of 35,782,981
Subscription Shares and 8,622,781 Sale Shares at a Placing Price of
70 pence per share
Dominion announces the completion of the Placing announced on 24
June 2011. The definitions contained in that announcement have the
same meanings in this announcement.
A total of 35,782,981 Subscription Shares have been placed at a
price of 70 pence per Subscription Share. Based on the Placing
Price, the gross proceeds of the Placing of the Subscription Shares
will be approximately US$40.0 million (approximately GBP25.0
million). Together with the Sale Shares, this represents a total
placing of US$49.7 million (approximately GBP31.1 million).
Although the gross proceeds of the Placing of the Subscription
Shares are lower than originally announced, the Company believes
the Placing, together with the associated transactions, will
improve the Company's capital structure and fully fund the
Company's near term capital requirements across its recently
expanded portfolio. The Company intends to secure additional future
funding from industry partners and will pursue these ventures and
partnerships once the proposed Placing is completed. The
Subscription Shares being issued represent an increase of
approximately 45% over Dominion's existing issued common share
capital (following the proposed 20:1 consolidation of common shares
in the capital of the Company) and remove 68.1% of outstanding
Convertible Bonds maturing in October 2012, at a 36.4% discount to
maturity value. All of the Sale Shares were also placed, at the
Placing Price.
Roger Cagle, Dominion's Chairman, and Andrew Cochran, its Chief
Executive, have respectively committed to subscribe for
Subscription Shares to the value of US$250,000 and US$500,000. The
Directors (save for Andrew Cochran and Roger Cagle) consider,
having consulted RBC Capital Markets, the Company's Nominated
Adviser, that the terms of the subscription are fair and reasonable
insofar as Shareholders are concerned.
The Subscription Shares will, when issued, be credited as fully
paid and will rank pari passu in all respects with the Consolidated
Shares in issue following the Share Consolidation, including the
right to receive all dividends and other distributions declared,
made or paid on or in respect of such shares after the date of
issue of the Subscription Shares.
Applications will be made for the Subscription Shares to be
admitted to AIM. Admission is expected to take place, settlement of
the Subscription Shares and the Sale Shares to occur and dealings
in the Placing Shares to commence by 8.00 a.m. on 26 July 2011.
The Placing is conditional upon, amongst other things,
Shareholder approval (which will be sought at the SGM of the
Company proposed to be held at Richmond House, 12 Par-la-ville
Road, Hamilton HM 08, Bermuda on 25 July 2011 at 9.00 a.m. (Bermuda
time)) and Admission becoming effective. The Placing is also
conditional on the Placing Agreement between the Company, RBC, BofA
Merrill Lynch and the executive Directors becoming wholly
unconditional and not being terminated, and on the Sale Agreement
between the Sellers, RBC and BofA Merrill Lynch becoming wholly
unconditional and not being terminated.
RBC Capital Markets and Merrill Lynch International are acting
as Joint Bookrunners on behalf of Dominion in respect of the
Placing.
Andrew Cochran, Chief Executive of Dominion, commented:
"Notwithstanding current market conditions, we have raised
sufficient capital to add significant new assets to our portfolio
and meet our near term capital requirements on the existing
portfolio, including the recently acquired licence in Kenya. We
have also taken a big step towards cleaning up our capital
structure, removing the biggest impediment to growing shareholder
value and adding liquidity to the register. Following this placing,
we have the financial flexibility to manage a growing and exciting
portfolio, which has potential for material upside. We are also
delighted to welcome our new investors, whose blue chip status and
support represent an endorsement of the Company."
ENQUIRIES
For further information please contact:
Dominion Petroleum Limited
Andrew Cochran, Chief Executive Officer +44 (0) 20 7349 5900
Rob Shepherd, Finance Director
RBC Capital Markets, NOMAD and Joint Book Runner +44 (0)20 7653
4000
Jeremy Low
Martin Eales
Paul Stricker
Bank of America Merrill Lynch International, Joint Book Runner
+44 (0)20 7996 1000
Andrew Osborne
Paul Frankfurt
Pelham Bell Pottinger Limited +44 (0)20 7861 3112
Archie Berens
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, financial condition
and performance and which involve a number of risks and
uncertainties. The Company 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 the Company's probable, inferred or
contingent oil and gas resources or reserves, future financial
position, income growth, impairment charges, business strategy,
projected levels of growth, projected costs, estimates of capital
expenditure, and plans, dividend growth and objectives for future
operations of the Company and 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, UK domestic and
global economic and business conditions, the effects of continued
volatility in credit markets, market-related risks such as 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 the Company's
control. As a result, the Company's actual future results may
differ materially from the plans, goals, and expectations set forth
in the Company's forward-looking statements. Given these risks and
uncertainties, prospective investors are cautioned not to place
undue reliance on forward-looking statements which are not
guarantees of future performance. Any forward-looking statements
made in this Announcement by or on behalf of the Company speak only
as of the date they are made. Except as required by the FSA, the
London Stock Exchange, the AIM Rules or applicable law, the Company
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 the
Company'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, including, without limitation, the United States,
Australia, Canada or Japan, in which such offer, solicitation or
sale is or may be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction (a "Prohibited
Jurisdiction"). This Announcement and the information contained
herein are not for publication or distribution, directly or
indirectly, to persons in a Prohibited Jurisdiction unless
permitted pursuant to an exemption under the relevant local law or
regulation in any such jurisdiction. 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 RBC, BofA Merrill Lynch (together the
"Joint Bookrunners") or by any of their 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 responsibility or liability therefor is expressly
disclaimed.
Royal Bank of Canada Europe Limited, trading as RBC Capital
Markets, which is authorised and regulated in the United Kingdom by
the FSA, is acting for the Company and the Sellers and for no-one
else in connection with the Placing, and will not be responsible to
anyone other than the Company or the Sellers for providing the
protections afforded to customers of RBC or for providing advice to
any other person in relation to the Placing or any other matter
referred to herein.
BofA Merrill Lynch, which is authorised and regulated in the
United Kingdom by the FSA, is acting for the Company and the
Sellers and for no-one else in connection with the Placing, and
will not be responsible to anyone other than the Company or the
Sellers for providing the protections afforded to customers of BofA
Merrill Lynch or 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
and/or regulation. No action has been taken by the Company or the
Joint Bookrunners or any of their respective Affiliates 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 and the Joint
Bookrunners to inform themselves about and to observe such
restrictions.
The price of shares and the income from them (if any) may go
down as well as up and investors may not get back the full amount
invested on disposal of the shares. No statement in this
Announcement is intended to be a profit forecast or profit
estimate.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
DIRECTED ONLY AT PERSONS WHO ARE: (A) (I) INVESTMENT PROFESSIONALS
FALLING WITHIN ARTICLE 19(1) OR 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 MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT
ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES 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 THE COMPANY.
Persons (including individuals, funds or otherwise) by whom or
on whose behalf a commitment to subscribe for Placing Shares has
been given ("Placees") will be deemed to have read and understood
this Announcement in its entirety. 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,
purchase, subscribe for, hold, manage or dispose of any Placing
Shares that are allocated to it for the purposes of its business;
and (ii) outside the United States and is subscribing and/or
purchasing Placing Shares for its own account or is acquiring the
Placing Shares for an account with respect to which it exercises
sole investment discretion in an "offshore transaction" (within the
meaning of Regulation S under the United States Securities Act of
1933 (the "Securities Act")).
This Announcement is not for distribution, directly or
indirectly, in or into the United States (such term to be
understood throughout this Announcement as including the United
States' territories and possessions, any state of the United States
and the District of Columbia), Canada, Australia or Japan or any
jurisdiction into which the same would be unlawful. This
Announcement does not constitute or form part of an offer or
solicitation to acquire shares in the capital of the Company in the
United States, Canada, Australia or Japan or any jurisdiction in
which such an offer or solicitation is unlawful. In particular, the
Placing 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, sold, resold or delivered, directly or indirectly,
in or into the United States absent registration except pursuant to
an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act. The Placing Shares
referred to in this Announcement are being offered and sold only
outside the United States in "offshore transactions" (as defined in
Regulation S under the Securities Act) meeting the requirements of
Regulation S under the Securities Act. No public offering of
securities of the Company will be made in connection with the
Placing in the United Kingdom, the United States, Australia,
Canada, Japan, South Africa 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 the securities
laws of any state, province or territory of Australia, Canada 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, Australia, Canada, 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.
Residents of South Africa are subject to exchange control
regulations as issued from time to time by the Exchange Control
Division of the SARB and are advised to seek independent advice
regarding any permissions that may be required of the Exchange
Control Division of the SARB with regard to the acquisition of
Placing Shares by any resident of South Africa. To the extent that
Placing Shares are offered for subscription, acquisition or sale in
South Africa, such offer is being effected in terms of section 144
of the South African Companies Act and does not constitute an offer
to the public or any sector of the public within the meaning of the
South African Companies Act.
This Announcement relates to an Exempt Offer in accordance with
the Offered Securities Rules of the 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 subscribers 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
adviser.
The Placing 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 the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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