Bowleven Regulatory News (BLVN)

13 November 2013

Bowleven plc ("Bowleven" or the "Company")

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN

Confirmation of issue of 29,470,000 new ordinary shares at a price of 45 pence per share

Bowleven announces the completion of the placing announced earlier today (the "Placing"). A total of 3,909,846 new ordinary shares (the "Placing Shares") have been placed at a price of 45 pence per Placing Share (the "Placing Price"). With the Placing now closed, the Company can also now confirm the final number of new ordinary shares to be issued pursuant to the Direct Subscription, which was also announced earlier today - being 25,560,154 new ordinary shares (the "Subscription Shares") to be issued at a price of 45 pence per share.

The gross proceeds of the Placing and Direct Subscription will be approximately £13.3 million (approximately US$21.1 million). The Placing Shares and Subscription Shares being issued represent an increase of approximately 10 per cent. in Bowleven's existing issued ordinary share capital.

The Placing Shares and Subscription Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares of 10 pence each in the capital of the Company, 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 Placing Shares and Subscription Shares.

The Company will apply for admission of the Placing Shares to trading on the AIM market operated by the London Stock Exchange ("Admission"). It is expected that Admission will take place and that trading will commence on or around 18 November 2013.

The Placing is conditional upon, amongst other things, Admission becoming effective. The Direct Subscription is conditional upon the admission of the Subscription Shares to trading on AIM becoming effective. The Placing is also conditional on the Placing Agreement between the Company, Merrill Lynch International ("BofA Merrill Lynch"), and Barclays Bank PLC, acting through its investment bank, not being terminated. It is anticipated that the settlement date will be on or around 18 November 2013.

BofA Merrill Lynch and Barclays Bank PLC, acting through its investment bank, are acting as joint bookrunners (the "Joint Bookrunners") on behalf of Bowleven in respect of the Placing.

Related party transaction

By virtue of his connection with First Oil Expro Limited, which holds a 30% shareholding in the Company's subsidiary, Bowleven (Kenya Limited), Ian Suttie is a related party of the Company for the purposes of the AIM Rules. As a result, Ian Suttie's subscription for 19,414,103 new ordinary shares pursuant to the Direct Subscription comprises a related party transaction for the purpose of the AIM Rules. As announced earlier today, it is a term of Ian Suttie's investment that, for so long as he holds shares carrying more than 5% of the voting rights in the Company, he will be entitled to appoint one suitably qualified person as a director of the Company. The Directors consider, having consulted with the Company's nominated adviser, Merrill Lynch International, that the terms of Ian Suttie's investment into the Company pursuant to the Direct Subscription are fair and reasonable in so far as the Company's shareholders are concerned.

ENQUIRIES

For further information please contact:

Bowleven plc 00 44 131 524 5678

Kevin Hart, Chief Executive

Kerry Crawford, Head of Investor Relations

BofA Merrill Lynch

(nominated adviser) 00 44 207 628 1000

Tony White

Edward Stratton

Daniel Burton-Morgan

Barclays Bank PLC 00 44 207 623 2323

Bertie Whitehead

Tom Macdonald

Ben West

Brunswick Group LLP 00 44 207 404 5959

Patrick Handley

Simon Maine

IMPORTANT NOTICES

This announcement contains (or may contain) certain forward-looking statements with respect to certain of Bowleven'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. Bowleven 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 or which make assumptions in respect of the planned use of the proceeds of the Placing, the Group's liquidity position, the future performance of the Company's principal subsidiary undertakings (EurOil and Bowleven (Kenya) Limited), the on-going exploration and appraisal of the Group's portfolio of Sub-Saharan African assets, the timing of the commencement of any development of and future production (if any) from those assets, the ability of the Bowleven group to discover new reserves, the prices achievable by the Bowleven group in respect of any future production, the costs of exploration, development or production, future foreign exchange rates, interest rates and currency controls, the future political and fiscal regimes in the overseas markets in which the Bowleven group operates, the Group's future financial position, plans and objectives for future operations and any 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, 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 Bowleven's control. As a result, Bowleven's actual future results may differ materially from the plans, goals, and expectations set forth in Bowleven's forward-looking statements. Any forward-looking statements made in this announcement by or on behalf of Bowleven speak only as of the date they are made. Except as required by the Financial Conduct Authority (the "FCA"), the London Stock Exchange, the AIM Rules or applicable law, Bowleven 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 Bowleven'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 Bowleven.

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 International, Barclays Bank PLC 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 by the Prudential Regulation Authority and regulated by the Prudential Regulation Authority and the FCA in the UK, is acting for Bowleven and for no-one else in connection with the Placing, and will not be responsible to anyone other than Bowleven for providing the protections afforded to customers of Merrill Lynch International or for providing advice to any other person in relation to the Placing or any other matter referred to herein.

Barclays Bank PLC, which is authorised by the Prudential Regulation Authority and regulated by the Prudential Regulation Authority and the FCA in the UK, is acting for Bowleven and for no-one else in connection with the Placing, and will not be responsible to anyone other than Bowleven for providing the protections afforded to customers of Barclays Bank PLC 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 Bowleven or the Joint Bookrunners 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 Bowleven and the Joint Bookrunners 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 IS FOR INFORMATION PURPOSES ONLY AND IS 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 (INCLUDING THE APPENDIX) 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 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 BOWLEVEN 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 does not constitute or form part of an offer or solicitation to purchase or subscribe for shares in the capital of Bowleven in the United States, Canada, Australia, South Africa 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 US Securities Act or under the securities legislation of any state of the United States, and may not be offered or sold in the United States absent registration or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. No public offering of securities of Bowleven will be made in connection with the Placing in the United Kingdom, the United States 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 or admission document has been lodged with, or registered by, the Australian Securities and Investments Commission, the South African Financial Services Board 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 Canada, Australia, South Africa or Japan or any other jurisdiction outside the United Kingdom (except pursuant to an exemption otherwise described in this announcement).

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 in the United States.

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.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the AIM market operated by the London Stock Exchange. Neither the content of Bowleven's website nor any website accessible by hyperlinks on Bowleven's website is incorporated in, or forms part of, this announcement.