Last checked at 8 Jan 2013 07:00
For immediate release 8 January 2013
Roxi Petroleum plc
("Roxi" or "the Company")
$40 million equity investment
Roxi Petroleum plc, the Central Asian oil and gas company with a focus on Kazakhstan, is pleased to announce that it has entered into an agreement to raise $40 million from the issue of new Roxi shares.
Mr. Kairat Alpamysovich Satylganov, a Kazakh investor, has agreed to subscribe for 355,165,716 new Roxi shares at a price of approximately 7p per share, being a significant premium to the closing share price of 2.125p per share as at 7 January 2013. The first $10 million will be paid on 31 January 2013, in exchange for the issue to Mr. Satylganov of 88,791,429 new Roxi shares, representing approximately 14.57% of Roxi's current issued ordinary share capital and 12.71% of Roxi's ordinary share capital as enlarged by such share issue. The remaining $30 million will be called down by Roxi's Board in exchange for a further 266,374,287 new Roxi shares, to fund work programme commitments at the Company's assets, principally at BNG, where the funding will allow Roxi to drill three deep wells and two shallow wells at BNG in 2013.
Roxi has already completed the bulk of the preparatory work for two of these deep wells and expects to spud the first, which will be drilled to a depth of 4,700 metres, in March 2013. The second deep well, which will be drilled to a depth of 4,200 metres, is expected to be spudded in July 2013.
Mr. Satylganov is a successful businessman and investor. He was previously chairman of two of the largest Kazakh banks, Halyk Bank and ATF Bank, and was also chairman of the Kazakh investment company Almex. As part of the subscription agreement, it is intended that Mr. Satylganovwill join the Roxi Board.
Roxi will apply for the initial 88,791,429 subscription shares to be admitted to trading on AIM following the completion of the initial subscription and it is anticipated that trading in such shares will commence on 6 February 2012.
Under the subscription agreement, following completion of the initial subscription, Roxi is entitled to serve one or more notices on Mr. Satylganov to invest an amount stated by Roxi (up to $30 million for 266,374,287 ordinary shares, in aggregate), according to Roxi's work programme commitments from time to time. Mr. Satylganov will complete each subscription, and Roxi will issue the resulting ordinary shares to Mr. Satylganov, within 5 business days of Roxi's notice, subject only to admission of such shares to trading on AIM which Roxi will apply for.
The investment by Mr. Satylganov of the whole of the 355,165,716 ordinary shares under the subscription agreement would represent approximately 37.5% of Roxi's ordinary share capital as enlarged by such share issue (assuming no other share issuances are made).
Roxi is not currently subject to the UK Takeover Code. Roxi and Mr. Satylganov have agreed that no subscription for shares can be completed in circumstances where it may trigger an offer for the Company under the Takeover Code, should the Takeover Code be or become applicable to the Company, without seeking any necessary regulatory and shareholder approval for such an issue to occur without making a bid for the whole Company. In these circumstances, Mr Satylganov's aggregate holding would be limited to 29.9% of the issued ordinary share capital of Roxi.
Comments
Clive Carver, Chairman, commented:
"I am delighted that we have secured the funding to allow the work at our assets to continue as planned. I am also delighted that we have attracted such a prominent and successful partner as Mr. Satylganov.
This investment will take care of the funding needs of Roxi for the foreseeable future and allow the Roxi management team to focus on developing its principal assets, in particular BNG."
Enquiries
Roxi Petroleum PLC c/o Buchanan
Clive Carver, Chairman +44 (0) 20 7466 5000
WH Ireland plc
James Joyce / James Bavister +44 (0) 20 7220 1666
Buchanan (Financial PR)
Tim Thompson / Tom Hufton +44 (0) 20 7466 5000