Borders & Sth. Regulatory News (BOR)

15 Aug 2007 07:01

Borders & Southern Petroleum plc15 August 2007 For release 07.00, 15 August 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY ORINDIRECTLY, IN OR INTO THE UNITED STATES, JAPAN, CANADA, AUSTRALIA OR THEREPUBLIC OF IRELAND Borders & Southern Petroleum plc (the "Company") Placing of 50,000,000 new Ordinary Shares at 30 pence to raise £15 million (the "Placing") Notice of Extraordinary General Meeting ("EGM") Borders & Southern Petroleum plc (AIM: BOR) announces today that it has, subjectto the terms and conditions of the Placing and the passing of resolutions byshareholders at the EGM, successfully raised £15 million before expenses througha placing of 50,000,000 Ordinary Shares (the "Placing Shares") at 30 pence each.The Placing Shares have been conditionally placed with institutional investorsby the Company's broker, Ocean Equities Limited, and Panmure Gordon & Co. The net proceeds from the Placing will be used by the Company to fund theacquisition of 3D seismic data over a number of prospects within its FalklandIslands Acreage. The 3D seismic data will be used to provide information on thepotential reservoir distribution, enhance prospect delineation and to assist inthe location of exploration wells. In addition the 3D seismic data will be usedto investigate the numerous amplitude anomalies identified on the Company's 2Dseismic data to authenticate the presence of direct hydrocarbon indicators andthereby reduce the exploration risk. The Company has received tenders from a number of seismic contractors for theprovision of the proposed 3D seismic survey. It is anticipated that, subject toagreeing final terms, the 3D seismic survey will commence in the fourth quarterof this calendar year. In order to implement the Placing, the Company is today calling an ExtraordinaryGeneral Meeting of its shareholders to be held at 11.00 a.m. on 10th September2007 at the offices of Tavistock Communications at 131 Finsbury Pavement,London, EC2A 1NT to seek s80 authority and s89 authority to allot relevantsecurities on a non-pre-emptive basis in respect of an aggregate nominal amountof £500,000 to enable the Placing Shares to be issued. The Company is alsoseeking additional s80 authority and s89 authority to allot relevant securitieson a non-pre-emptive basis in respect of an aggregate nominal amount of £200,000to provide the Company with the flexibility to issue additional relevantsecurities should the Directors deem that it is in the best interest of theCompany to do so. Copies of the circular, which has been sent today to the shareholders of theCompany and sets out further information on the Placing and provides notice ofthe EGM, are available free of charge from the Company's registered officeduring normal business hours on any weekday (Saturdays and public holidaysexcepted) until 10th September 2007. Howard Obee, CEO of the Company, commented: "I am delighted to announce that we have successfully raised the funds to enablethe Company to undertake a 3D seismic programme on our Falkland Islands Acreage. The work that we have done to date, which has included the acquisition,processing and interpretation of 2,862 km of 2D seismic data, as well ascommissioning and completing numerous technical studies, has revealed numerousstructural leads. These comprise four-way dip anticlinal closures, three-way dipthrust fault closed structures, and tilted fault blocks. Many of thesestructures are large. Seven leads have a mapped area of closure of over 50 sqkm, with one structure exceeding 130 sq km. Significantly these structures havethe potential for stacked reservoirs, providing multiple targets within the sameprospect. The Company believes that its prospects are worthy of exploration drilling. Theacquisition of 3D seismic data takes us a step closer to this goal." ENDS For further information please contact: Howard Obee, Borders & Southern Petroleum plc Tel: 020 7661 9348Guy Wilkes, Ocean Equities Ltd Tel: 020 7786 4370Katherine Roe, Panmure Gordon & Co Tel: 020 7459 3600Christopher Caldwell, Insinger de Beaufort Tel: 020 7190 7022Simon Hudson, Tavistock Communications Tel: 020 7920 3150 APPENDIX Terms and conditions of and important information on the Placing The Placing and the terms and conditions herein are directed exclusively atinvestment professionals (within Article 19 (5) of the Financial Service andMarkets Act 2000 (Financial Promotion) Order 2005 (as amended)) (such categoryof investors being referred to as "Relevant Persons") and no other person shouldrespond to this announcement. Accordingly, this announcement is exempt from thegeneral restriction set out in Section 21 of FSMA on the communication ofinvitations or inducements to engage in investment activity and has not beenapproved by a person who is authorised under the FSMA. Members of the public are not entitled to take part in the Placing and thisannouncement is communicated to them for the purposes of information only inaccordance with the AIM Rules. This announcement and the terms and conditionsherein must not be relied on, acted on or responded to by persons who are notRelevant Persons. If you are in any doubt as to whether you are a RelevantPerson you should consult a professional adviser for advice. This announcement and appendix do not constitute an offer to sell or issue orsolicitation of an offer to buy or subscribe for new Ordinary Shares in anyjurisdiction, and any acquisition or application for Ordinary Shares should onlybe made on the basis of information contained in this announcement. THE ORDINARY SHARES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S.SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY OTHERAPPLICABLE LAW OF THE UNITED STATES. Certain statements in this announcement are forward-looking statements. Suchstatements speak only as at the date of this announcement, are based on currentexpectations and beliefs and, by their nature, are subject to a number of knownand unknown risks and uncertainties that could cause actual results andperformance to differ materially from any expected future results or performanceexpressed or implied by the forward-looking statement. The information containedin this announcement is subject to change without notice and neither the Companynor Ocean Equities nor Panmure Gordon & Co assume any responsibility orobligation to update publicly or review any of the forward-looking statementscontained herein. The following definitions have been used in this announcement and appendix: "Admission" admission of the Placing Shares to trading on AIM in accordance with the AIM Rules"AIM" the AIM market of the London Stock Exchange"AIM Rules" the AIM Rules for companies as published by the London Stock Exchange from time to time"Board" or the directors of Borders & Southern Petroleum"Directors""Borders & Southern Borders & Southern Petroleum plc, whosePetroleum" or the registered office is at 3 Copthall Avenue, London"Company" EC2R 7BH"CREST" the relevant system (as defined in the Uncertificated Securities Regulations 2001) in respect of which Euroclear UK & Ireland Limited is the operator"EGM" an Extraordinary General Meeting of the Company which will be held on 10th September 2007 to consider resolutions necessary to give effect to the Placing"Existing Ordinary the 127,687,500 Ordinary Shares in issue as atShares" the date of this announcement"FSMA" Financial Services and Markets Act 2000 (as amended)"Investment Company U.S. Investment Company Act of 1940, as amended.Act""London Stock London Stock Exchange plcExchange""Insinger de Insinger de Beaufort whose registered office isBeaufort" at 131 Finsbury Pavement, London EC2A 1NT, the Nominated Adviser to the Company"Ocean Equities" Ocean Equities Limited whose registered office is at 3 Copthall Avenue, London EC2R 7BH, the broker to the Company and the joint placing agent to the Placing"Ordinary Shares" ordinary shares of 1p each in the capital of the Company"Panmure Gordon & Panmure Gordon (Broking) Limited (trading asCo" Panmure Gordon & Co) whose registered office is at Moorgate Hall, 155 Moorgate, London, EC2M 6XB, the joint placing agent to the Placing"Placee" a person who subscribes for Placing Shares pursuant to the Placing on the terms and subject to the conditions contained herein"Placing" the conditional placing by Ocean Equities and Panmure Gordon & Co, on behalf of the Company, of the Placing Shares at the Placing Price, pursuant to the terms and conditions of the Placing Agreement"Placing Agreement" the conditional agreement dated 15 August 2007 between the Company, Ocean Equities and Panmure Gordon & Co relating to the Placing"Placing Price" 30p per Ordinary Share"Placing Shares" 50,000,000 new Ordinary Shares which are the subject of the Placing"Shareholders" holder(s) of Existing Ordinary Shares"Securities Act" The U.S. Securities Act of 1933, as amended. The Placing Ocean Equities, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for the Company and no oneelse in connection with the Placing. Panmure Gordon & Co, which is authorised and regulated in the United Kingdom bythe Financial Services Authority, is acting exclusively for the Company and noone else in connection with the Placing. Under the Placing, Ocean Equities and Panmure Gordon & Co, on behalf of theCompany, have conditionally placed 50,000,000 new Ordinary Shares at the PlacingPrice to raise £15 million before expenses. The Placing is conditional on the resolutions being proposed at the EGM beingpassed by the holders of the Existing Ordinary Shares and Admission. It is expected that Admission will occur and that dealings will commence on 11thSeptember 2007 at which time it is also expected that the Placing Shares will beenabled for settlement in CREST. Terms of the Placing Agreement Pursuant to the Placing Agreement, Ocean Equities and Panmure Gordon & Co haveagreed to use their reasonable endeavours to place the Placing Shares withplacees procured by them. The Placing is conditional upon, inter alia, the passing of the resolutionsbeing proposed at the EGM, Admission and on the Placing Agreement having becomeunconditional and not having been terminated in accordance with its terms priorto Admission. If the conditions of the Placing Agreement are not fulfilled orwaived on or before 8.00 am on 11th September 2007 (or such later time and dateas the Company, Ocean Equities and Panmure Gordon & Co may agree, being no laterthan 8.00 am on 18th September 2007) the Placing will not become unconditionaland the placing monies will be returned to the placees, without interest, assoon as practicable thereafter. In consideration of their services in connection with the Placing, the Companywill pay to Ocean Equities and Panmure Gordon & Co a commission of a certainpercentage of the aggregate value, at the Placing Price, of the Placing Shares.The Placing Agreement contains warranties given by the Company with respect tothe Company, its business and certain matters connected with the Placing. OceanEquities and Panmure Gordon & Co are entitled to terminate the Placing Agreementin certain circumstances prior to Admission, principally in the event that anyof the warranties contained therein are, or become, materially untrue,inaccurate or misleading or if a force majeure type event arises. In addition,the Company has given a customary indemnity to Ocean Equities and Panmure Gordon& Co in respect of, amongst other things, the performance by Ocean Equities andPanmure Gordon & Co of their services in connection with the Placing. The exercise by Ocean Equities or Panmure Gordon & Co of any right oftermination under the Placing Agreement shall be within the absolute discretionof Ocean Equities or Panmure Gordon & Co, and Ocean Equities and Panmure Gordon& Co shall have no liability to any Placee, or any other person for whom anyPlacee is subscribing Placing Shares in respect of any decision which they makeas to whether or not to exercise any right of termination or any of its otherrights under the Placing Agreement. THE FOLLOWING INFORMATION IS DIRECTED AT PLACEES PROCURED BY PANMURE GORDON & CO These terms and conditions apply to persons making an offer to subscribe forPlacing Shares under the Placing. Each person to whom these conditions apply, asdescribed above, who confirms his agreement to Panmure Gordon & Co (on behalf ofitself and the Company) to subscribe for Placing Shares (which may includePanmure Gordon & Co and/or its nominee(s)) hereby irrevocably agrees with eachof Panmure Gordon & Co and the Company to be bound by these terms and conditionsas being the terms and conditions on which the Placing Shares will be issuedunder the Placing. A Placee shall, without limitation, become so bound if andwhen Panmure Gordon & Co confirms to it (i) the Placing Price and (ii) itsallocation (the "Confirmation") and Panmure Gordon & Co so notifies theCompany's registrar on behalf of the Company. Conditional on (i) Admission occurring on 11th September 2007 or such later dateas the Company, Ocean Equities and Panmure Gordon & Co may agree (not beinglater than 18th September 2007 ("Long Stop Date"), and (ii) the Confirmationhaving been made to it, each Placee agrees to subscribe for the number ofPlacing Shares allocated to it, at the Placing Price. To the fullest extentpermitted by law, each Placee acknowledges and agrees that it will not beentitled to exercise any remedy of rescission at any time. This does not affectany other rights a Placee may have. A conditional contract note will bedispatched as soon as possible following the Confirmation. Each Placee undertakes to pay the Placing Price for the Placing Shares issued tosuch Placee in such manner as shall be directed by Panmure Gordon & Co.Liability for stamp duty and stamp duty reserve tax is described below. In theevent of failure by any Placee to pay as so directed, the relevant Placee shallbe deemed hereby to have appointed Panmure Gordon & Co or any nominee of PanmureGordon & Co to place (in one or more transactions) or to subscribe itself forany or all of the Placing Shares in respect of which payment shall not have beenmade as directed by Panmure Gordon & Co. This announcement is the sole responsibility of the Company. Panmure Gordon & Cois acting as joint placing agent to the Placing, and is acting for the Companyand no other person in relation to the Placing. Panmure Gordon & Co will not beresponsible to any person other than the Company for providing the protectionsafforded to the customers of Panmure Gordon & Co nor for advising any personother than the Company on the transactions and arrangements referred to in thisdocument. By participating in the Placing, each Placee irrevocably represents, warrantsand undertakes to Panmure Gordon & Co (for itself and as agent of the Company)that: 1 its Placing Participation on the terms set out in this letter is irrevocable and is not capable of termination or rescission by the Placee in any circumstances. 2 it has not relied on any information given (other than the information set out in the Announcement) or any representations, warranties, agreements or undertakings (express or implied), written or oral, or statements made at any time by the Company or Ocean Equities or Panmure Gordon & Co or by any subsidiary, holding company, branch or associate of the Company or Ocean Equities or Panmure Gordon & Co, or any of their respective officers, directors, agents, employees or advisers, or any other person in connection with the Placing, or relating to the Company and its subsidiary or the Placing Shares and that in making its application under the Placing it will be relying solely on information concerning the Company which is publicly available in the UK and will not be relying on any statements or agreements by the Company or Ocean Equities or Panmure Gordon & Co or any director, employee or agent of the Company or Ocean Equities or Panmure Gordon & Co other than as expressly set out in this letter. 3 it warrants, represents and agrees that it is a person falling within one or more of the categories of persons set out in Article 19 (Investment Professionals), Article 49 (High net worth companies, unincorporated associations etc)of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Financial Promotion Order") or is otherwise lawfully entitled to receive the same notwithstanding that the contents of no document in connection with the Placing shall have been # approved for the purposes of section 21 of the FSMA. 4 it agrees that the exercise by Ocean Equities or Panmure Gordon & Co of any right of termination or any right of waiver exercisable by Ocean Equities or Panmure Gordon & Co contained in the Placing Agreement is within the absolute discretion of Ocean Equities or Panmure Gordon & Co and Ocean Equities or Panmure Gordon & Co will not have any liability to any Placee whatsoever in connection with any decision to exercise or not exercise any such rights. 5 it acknowledges that Ocean Equities and Panmure Gordon & Co are acting in the provision of corporate finance services to the Company for their own account, within the meaning of the Conduct of Business Source Book of The Financial Services Authority ("COB Source Book"), by whom Ocean Equities and Panmure Gordon & Co are authorised to carry on regulated activities under the Financial Services and Markets Act 2000. 6 it acknowledges and agrees that Ocean Equities and Panmure Gordon & Co are not acting for any Placee, and that it does not expect Ocean Equities or Panmure Gordon & Co to have any duties or responsibilities towards any Placee for providing protections afforded to their customers or clients under the COB Source Book or advising any Placee with regard to the Placing, its Placing Participation and whether or not the Placing Shares are in any way a suitable investment for the Placee, and that it is not, and will not be, a customer or client of Ocean Equities or Panmure Gordon & Co as defined by the COB Source Book. Likewise, neither Panmure Gordon & Co nor Ocean Equities will treat any payment by any Placee pursuant to this Placing as client money governed by the COB Source Book. 7 it acknowledges that the terms and conditions of its Placing Participation will be governed by, and construed in accordance with, the laws of England and Wales, the exclusive jurisdiction of whose courts it agrees to submit as regards to any claim, dispute or matter arsing out of or related to the Placing. 8 unless the Placee is taking up its Placing Participation pursuant to an exemption from applicable securities laws: (i) it was outside the United Sates at the time its subscription was originatedand it is not a resident of the United States, Canada, Japan, Republic ofIreland, Republic of South Africa or Australia (or any other territory in whichit is unlawful to make an offer to subscribe for Placing Shares or to reply tothis letter or to complete the Letter of Confirmation) and it is not a US personor a citizen of Canada, Japan, Republic of Ireland, Republic of South Africa orAustralia; (ii) it has not offered, sold or delivered as principal or agent, directly orindirectly and will not offer, sell or deliver any of the Placing Shares in orinto the United States, Canada, Japan, Republic of Ireland, Republic of SouthAfrica or Australia or to or for the benefit of any persons in the UnitedStates, Canada, Japan, Australia, the Republic of Ireland or South Africa; (iii) neither it, its affiliates, nor any persons acting on its behalf, haveengaged or will engage in any direct selling efforts with respect to the PlacingShares; (iv) it is not taking up the Placing Shares for re-offer or resale in or intothe United States, Canada, Japan, Republic Ireland, Republic of South Africa orAustralia and it will not offer, sell or deliver as principal or agent, directlyor indirectly, any of the Placing Shares to any person purchasing such sharesfor re-offer or resale in or into the United States, Canada, Japan, Republic ofIreland, Republic of South Africa or Australia; and (v) it will not distribute any offering material, directly or indirectly, in orinto the United States, Canada, Japan, the Republic of South Africa, theRepublic of Ireland or Australia or to any persons resident in such countries.Terms and expressions used in this paragraph have the meanings given to them byregulations made under the Securities Act. It further represents and warrants that it will not procure the acquisition ofany Placing Shares by or for the account of any person with an address in theUnited States, Canada, Republic of Ireland, Republic of South Africa, Japan orAustralia, it will not offer any Placing Shares to any such person and it willnot otherwise treat any Placing Shares in any manner that would contravene anyapplicable United States, Australian, Canadian, Irish Republic, Republic ofSouth Africa, Japanese or other securities legislation. 9 it acknowledges that the Placing Shares have not been nor will be registered under the Securities Act or under the relevant securities laws of any state of the United States or the relevant securities laws of Canada, Japan, Australia, the Republic of Ireland or the Republic of South Africa. 10 it warrant, represent and agree that you are lawfully entitled to acquire the Placing Shares offered to you in this letter and have complied with all relevant laws of all relevant territories, obtained all requisite governmental or other consents which may be required in connection with your Placing Participation, complied with all requisite formalities have paid any issue, transfers, or other taxes due in connection with your acceptance in any territory and that you have not taken any action or omitted to take any action which will or may result in Ocean Equities, the Company, ICAP, Panmure Gordon & Co or any of their respective directors, officers, agents, employees or advisers acting in breach of the legal or regulatory requirements of any territory in connection with the Placing or your Placing Participation. 11 it warrants, represents and agrees that in accepting its Placing Participation it is not applying for registration as, or as a nominee or agent for, a person who is or may be a person mentioned in sections 67 to 72 inclusive and sections 93 to 97 inclusive of the Finance Act 1986. 12 it confirms, warrants, represents and agrees that, to the extent applicable to it, it is aware of its obligations in connection with the Criminal Justice Act 1993 and Part VIII of the Financial Services and Markets Act 2000, it has identified its clients in accordance with the Money Laundering Regulations 2003 and it has complied fully with its obligations pursuant to those Regulations, the provisions of the Proceeds of Crime Act 2002, the Criminal Justice Act 1993 and section 118 of FSMA. 13 it acknowledges and agrees that all times and dates in this announcement may be subject to amendment and Panmure Gordon & Co shall notify the Placee of any such amendments. 14 it confirms that it will not deal or cause or permit any other person to deal in any Placing Shares unless and until Admission becomes effective. 15 it warrants, represents and agrees that it is acting as principal and for no other person and that its acceptance of the Placing Participation will not give any other person a contractual right to require the issue by the Company of any Placing Shares. 16 it confirms, warrants and agrees that it is liable for all and any stamp duty or stamp duty reserve tax and any related costs, fines, penalties and interest arising in respect of the delivery and settlement in respect of the Placing Shares comprised in its Placing Participation and if the Company is obliged by law to pay any such tax, it shall be entitled to recover it from the Placee. 17 it warrants, represents and agrees that it will (or will procure that its nominee will), if applicable, make notification to the Company of the interest in its ordinary shares in accordance with the Disclosure and Transparency Rules. 18 it acknowledge that the Company, Panmure Gordon & Co, Ocean Equities, their respective members, directors, employees, agents and advisers will rely upon the truth and accuracy or the confirmations, acknowledgements, representations and warranties contained hereby. 19 it irrevocably appoints any director of Panmure Gordon & Co as its agent for the purpose of executing and delivery to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares comprised in its Placing Participation. 20 it warrants, represents and agrees it will be acquiring the Placing Shares for its own account as principal or for a discretionary account or accounts (as to which it has the authority to make and do make the statements in this announcement) for investment purposes only. 21 it agrees that all notices, remittances and documents or title are sent to it as its agent at its own risk. 22 it agrees to be bound by the terms of the constitution of the Company in force immediately following Admission. 23 it acknowledges that there are risks associated with the purchase of the Placing Shares. Each Placee irrevocably appoints any director of Panmure Gordon & Co as itsagent for the purpose of executing and delivering to the Company and/or itsregistrars any documents on its behalf necessary to enable it to be registeredas the holder of any of the Placing Shares offered to it. Settlement of the transactions in the Placing Shares following Admission willtake place within the CREST system against Panmure Gordon & Co's CREST account83801. Panmure Gordon & Co will endeavour to meet the demands of those Placeesindicating that they wish to hold their Placing Shares in certificated form. The times and dates set out in this announcement are subject to amendment (apartfrom the Long Stop Date). Panmure Gordon & Co will notify the Placees of and anypersons acting on their behalf of any changes. In the case of a joint agreement to subscribe for Placing Shares, references toa Placee in these terms and conditions are to each Placee who is a party to suchagreement and each such Placee's liability is joint and several. These terms and conditions and all documents and agreements into which theseterms and conditions are incorporated by reference or otherwise validly form apart will be governed by and construed in accordance with English law. For theexclusive benefit of Panmure Gordon & Co and the Company each Placee irrevocablysubmits to the non-exclusive jurisdiction of the English courts in respect ofthese matters. This does not prevent an action being taken against the Placee inanother jurisdiction. This information is provided by RNS The company news service from the London Stock Exchange