TIDMDPL
RNS Number : 9612K
Dominion Petroleum Limited
25 July 2011
25 July 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
Issue of Equity
Dominion today announces the subscription by BlueGold Global
Fund L.P. ("BlueGold") for 150,134,241 common shares of US$0.00004
in the capital of the Company (the "BlueGold Shares"), at a price
of 3.5 pence per share, for aggregate consideration of
GBP5,254,698.44.
The Company had not received by 12.00 p.m. on 22 July 2011 votes
in favour of resolution 3 (the "Resolution") on the notice of the
special general meeting of the Company to be held on 25 July 2011
(the "SGM") amounting to 66% of the issued common share capital of
the Company. The total votes received amount to approximately 59.5%
of the issued common share capital of the Company and of these
votes received 99.6% are in favour of the Resolution. The placing
announced by the Company on 27 June 2011 (the "Placing") is
conditional upon the Resolution being passed. With the addition of
the votes from the BlueGold Shares, the total votes in favour
amount to approximately 63.0% of the issued common share capital,
as enlarged by the BlueGold shares. Shareholders may still attend
the SGM (or appoint a corporate representative to attend) and
vote.
The Board considers that the overwhelming proportion of votes in
favour of the Placing indicates that shareholders strongly support
the Placing.
The BlueGold Shares represent the same number of common shares
as BlueGold agreed to subscribe for pursuant to the Placing (and
the participation of BlueGold in the Placing is replaced by its
subscription). The subscription by BlueGold for the BlueGold Shares
enables it to vote the BlueGold Shares at the SGM.
In the event that the Placing does not complete, The
subscription price for the BlueGold Shares is to be left
outstanding as a debt and is payable on 26 July 2011 (at the same
time as settlement under the Placing); if the Placing does not
complete then the amount payable in respect of the repurchase will
cancel this debt, so that the Company's capital structure will be
the same as it was prior to the subscription by BlueGold.
Application has been made for the BlueGold Shares to be admitted
to trading on AIM and, assuming that the Placing completes,
dealings are expected to commence on 26 July 2011 along with all
other new shares issued in connection with the Placing.
The transaction is a related party transaction for the purposes
of Rule 13 of the AIM Rules, as BlueGold currently holds 11.26% of
the issued common share capital of the Company and the subscription
for the BlueGold Shares is being carried out on a non pre-emptive
basis. The Directors (excluding Dennis Crema, who is a related
party of BlueGold), having consulted with RBC, the Company's
nominated adviser, consider that the terms of the subscription for
the BlueGold Shares by BlueGold are fair and reasonable so far as
shareholders are concerned.
ENQUIRIES
For further information please contact:
Dominion Petroleum Limited +44 (0) 20 7349
5900
Andrew Cochran, Chief Executive Officer
Rob Shepherd, Finance Director
RBC Capital Markets, NOMAD +44 (0) 20 7653
4000
Jeremy Low
Martin Eales
Paul Stricker
Pelham Bell Pottinger Limited +44 (0) 20 7861
3889
Clare Gilbey
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 not for distribution, directly or
indirectly, in or into the United States, 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
securities referred to in this Announcement have not been, and will
not be, registered under the US Securities Act of 1933, as amended
(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. No public offering of securities of the Company is
being made in connection with the Placing in the United Kingdom,
the United States, Australia, Canada, Japan, South Africa or
elsewhere.
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 Royal Bank of Canada Europe Limited,
trading as RBC Capital Markets ("RBC" or the "Nomad") or by any of
its 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.
RBC, which is authorised and regulated in the United Kingdom by
the FSA, is acting for the Company and certain selling shareholders
and for no-one else in connection with the offering of securities,
and will not be responsible to anyone other than the Company or
certain selling shareholders for providing the protections afforded
to customers of the Nomad or for providing advice to any other
person in relation to the offering of securities or any other
matter referred to herein.
The distribution of this Announcement and the offering of
securities in certain jurisdictions may be restricted by law and/or
regulation. No action has been taken by the Company or the Nomad 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 Nomad 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.
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 securities have not
been, and nor will they be, registered under the securities laws of
any state, province or territory of Australia, Canada or Japan.
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
securities 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
securities to which this Announcement relates may be illiquid and /
or subject to restrictions on their resale. Prospective subscribers
of the securities offered should conduct their own due diligence on
the securities. If you do not understand the contents of this
Announcement you should consult an authorised financial
adviser.
The securities to be issued pursuant to the Placing and the
subscription by BlueGold 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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