9 Dec 2009 14:26
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR THE UNITED STATES OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
9 December 2009
Desire Petroleum plc
('Desire' or the 'Company')
Open Offer and Posting of Prospectus
Introduction
The Board of Desire announces a share issue to raise gross proceeds of £20.3 million (approximately £19.9 million net of expenses) through the issue of up to 28,971,544 New Ordinary Shares by way of an Open Offer at a price of 70 pence per New Ordinary Share. The Issue Price represents a discount of 21.1 per cent. to the Closing Price of 88.75 pence per Share on 8 December 2009 (being the last Business Day prior to this announcement).
Desire announces that a Prospectus relating to the Open Offer has been approved by the UKLA and is being published today.
The Prospectus will shortly be available for inspection during normal business hours on any weekday (excluding public holidays) at the UKLA's Document Viewing Facility, which is situated at Financial Services Authority, 25 North Colonnade, Canary Wharf, London, E14 5HS.
The Prospectus will also shortly be available to view on the Company's website (http://www.desireplc.co.uk). Copies of the Prospectus will be available from the offices of Seymour Pierce Limited, 20 Old Bailey, London, EC4M 7EN during normal business hours on any weekday (except public holidays) free of charge.
Highlights
The Open Offer is being made to Shareholders on the following basis:
1 Open Offer Share for every 10 Existing Ordinary Shares
held at close of business on the Record Date, at a price of 70 pence per Open Offer Share, rounded down to the nearest whole number of Open Offer Shares. Fractions of Open Offer Shares will not be allotted to Shareholders under the Open Offer but will be aggregated and made available pursuant to the Excess Application Facility.
Qualifying Shareholders' Basic Entitlements are shown on the Non-CREST Application Form. The Excess Application Facility enables Qualifying Shareholders to apply for Open Offer Shares in excess of their Basic Entitlement up to a maximum of 21 per cent. of the number of Existing Ordinary Shares registered in their name at the Record Date.
Applications under the Excess Application Facility may be scaled down in such a manner as the Directors and Seymour Pierce determine if applications are received from Qualifying Shareholders for more than the available number of Open Offer Shares.
Details of the Open Offer
Under the Open Offer, Desire intends to issue up to 28,971,544 New Ordinary Shares, comprising 28,971,544 Open Offer Shares (representing net proceeds of £19.9 million) to be made available to Qualifying Shareholders pursuant to the Open Offer.
The Issue Price is 70 pence per New Ordinary Share.
Under the Open Offer, Qualifying Shareholders have a Basic Entitlement of one Open Offer Share for every ten Existing Shares registered in their name on the Record Date and are also being offered the opportunity to subscribe for New Ordinary Shares in addition to their Basic Entitlement under the Excess Application Facility.
The Directors intend to subscribe or apply, in aggregate, for 262,133 New Ordinary Shares under the Open Offer.
Further details of the Open Offer are set out in Appendix I to this announcement and in the Prospectus.
For further information contact:
| Desire Petroleum Plc | 0207 436 0423 |
| Stephen Phipps, Chairman | |
| Ian Duncan, Chief Executive Officer | |
| Seymour Pierce Limited | 0207 107 8000 |
| Corporate Finance | |
| Jonathan Wright | |
| Christopher Wren | |
| Corporate Broking | |
| Richard Redmayne | |
| Jeremy Stephenson | |
| Buchanan Communications | 0207 466 5000 |
| Ben Willey |
Seymour Pierce Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as Nominated Adviser and Broker exclusively to the Company and for no one else in connection with the Open Offer and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Open Offer and Admission or any other matters referred to in this announcement.
This announcement has been issued by, and is the sole responsibility of, Desire Petroleum plc. Apart from the responsibilities and liabilities, if any, which may be imposed by the FSMA, neither Seymour Pierce Limited nor any of its affiliates, parent undertakings, subsidiary undertakings or subsidiaries of its parent undertakings or any of their respective directors, officers, employees or advisers or any other person accepts any responsibility whatsoever and makes no representation or warranty, express or implied, for or in respect of the contents of this announcement or as to the accuracy or completeness or fairness of the information or opinions contained in this announcement and, without prejudice to the generality of the foregoing, no responsibility or liability is accepted by any of them for any such information or opinions or for any errors or omissions.
Important notice
This announcement is an advertisement. It is not a prospectus and investors should not subscribe for or purchase any shares referred to in this announcement except on the basis of information contained in the Prospectus to be published today. The Prospectus will be shortly be made available on Desire's website and will be available for inspection at the UK Listing Authority's document viewing facility.
This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to acquire any New Ordinary Shares, nor shall it (or any part of it), or the fact of its distribution, form the basis of, or be relied on in connection with or act as any inducement to enter into, any contract or commitment whatsoever with respect to the Open Offer or otherwise.
The distribution of this announcement in certain jurisdictions may be restricted by law and such distribution could result in violation of the laws of such jurisdictions. In particular, this announcement is not for distribution in Australia, Canada, Japan, New Zealand, The Republic of South Africa and the United States.
The information in this announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the US Securities Act or the applicable laws of other jurisdictions.
Any person receiving this announcement is advised to exercise caution in relation to the Open Offer. If in any doubt about any of the contents of this announcement, independent professional advice should be obtained.
This summary should be read in conjunction with the full text of the announcement which follows.
APPENDIX I
9 December 2009
Desire Petroleum plc
('Desire' or the 'Company')
Open Offer and Posting of Prospectus
Introduction
The Board of Desire announces today that it is proposing a share issue to raise gross proceeds of £20.3 million (approximately £19.9 million net of expenses) through the issue of up to 28,971,544 New Ordinary Shares by way of an Open Offer at a price of 70 pence per New Ordinary Share.
The Issue Price represents a discount of approximately 21.1 per cent. to the Closing Price of 88.75 pence per Share on 8 December 2009 (being the last Business Day prior to the announcement of the Open Offer).
Background to and reasons for the Open Offer and use of proceeds
Desire has recently raised £40.2 million, net of expenses, through the Placing of 60 million new Ordinary Shares. These funds, together with Desire's other cash resources, will enable Desire to drill at least four wells. Surplus funds, including funds raised pursuant to the Open Offer, may be used to test any successful wells or drill further wells.
Both Arcadia Petroleum Limited (in Desire blocks) and Rockhopper Exploration Plc (outside of Desire blocks) are expected to drill two wells on their own accounts which could mean that eight of the ten potential well slots have been accounted for. A report by Senergy (GB) Ltd identifies fourteen different play types in the North Falkland Basin, eight in the north and six in the south. The Board believes that as many different play types as possible should be drilled to unlock the full potential of the North Falkland Basin and accordingly, depending on the total amount subscribed under the Open Offer, Desire would intend to use the net proceeds to drill one further well out of the two remaining option wells and/or have the flexibility to test successful wells. The Directors currently estimate that the costs of an additional well are in the region of $20 million and that testing operations would cost approximately $15 million per test.
The Board is committed to ensuring that all Qualifying Shareholders are entitled to participate in the Open Offer. Accordingly, the Issue Price, which represents a discount of 21.1 per cent. to the closing mid-market price of an Ordinary Share on 8 November 2009, has been set by the Board at the same level as the Placing completed on 10 November 2009 to encourage maximum participation in the Open Offer by Shareholders.
Current trading and prospects
On 10 September 2009 the Company signed a Letter of Intent with Diamond Offshore Drilling (UK) Limited for the drilling unit the Ocean Guardian. The contract was formally signed on 1 October 2009. The terms of the contract are for a four well, minimum eighty day campaign, under which the Ocean Guardian could earn a maximum total revenue of US$19.6 million. Mobilisation and demobilization fees are estimated to be US$16 million. Desire has secured options to drill a further six wells for itself or its partners. Following a programme of scheduled shipyard work the rig mobilised from North Sea waters in late November 2009 and the first well is expected to spud in the North Falkland Basin in early February 2010.
The securing of the Ocean Guardian on competitive terms led the Directors to believe that they should take every advantage of the rig being in Falkland waters to drill as many different play types as possible. Fourteen different play types have been identified in the North Falkland Basin of which only three have been drilled to date. Prudent exploration dictates that as many of these plays as possible should be drilled to help unlock the potential of the basin. To this end the Company announced its intention to raise additional funds to enable the Company to drill more wells and it was the Directors' intention that Shareholders would have the opportunity to participate in this exercise. In anticipation of a fundraising Desire commissioned Senergy (GB) Ltd to report on its prospects, the results of which are included in Part IX of the Prospectus.
Following discussions between the Company and its advisers it was decided to conduct a two stage fundraising process consisting of a placing of £42 million (60,000,000 new Ordinary Shares) to enable the Company to commit to drilling and testing two additional wells (amounting to four in total) to allow for certainty of funds prior to rig mobilisation. The second phase will consist of the Open Offer for up to £20.3 million (up to 28,971,544 new Ordinary Shares) to allow all Shareholders to participate in the fundraising process.
The Open Offer is not being underwritten.
Details of the Open Offer
i) The Directors recognise the importance of pre-emption rights to Shareholders and consequently 28,971,544 New Ordinary Shares proposed to be issued by the Company are being offered to existing Shareholders by way of the Open Offer. The Open Offer provides an opportunity for all Qualifying Shareholders to participate in the fundraising by both subscribing for their respective Basic Entitlements and by subscribing for Excess Shares under the Excess Application Facility, subject to availability. Under the Open Offer, the Company intends to issue 28,971,544 New Ordinary Shares at the Issue Price (representing gross proceeds of £20.3 million).
ii) Allocations under the Open Offer
In the event that valid acceptances are not received in respect of any of the Open Offer Shares under the Open Offer, unallocated Open Offer Shares may be allotted to Qualifying Shareholders to meet any valid applications under the Excess Application Facility.
iii) Basic Entitlements
Qualifying Shareholders are being given the opportunity, on and subject to the terms and conditions of the Open Offer, to apply for any number of Open Offer Shares (subject to the limit on the number of Excess Shares that can be applied for using the Excess Application Facility) at the Issue Price. Qualifying Shareholders have a Basic Entitlement of:
1 Open Offer Share for every 10 Existing Shares
registered in the name of the relevant Qualifying Shareholder on the Record Date.
Basic Entitlements under the Open Offer will be rounded down to the nearest whole number and any fractional entitlements to Open Offer Shares will be disregarded in calculating Basic Entitlements and will be aggregated and made available to Qualifying Shareholders under the Excess Application Facility. Qualifying Shareholders with fewer than 10 Existing Shares will not be able to apply for Excess Shares pursuant to the Excess Application Facility. The aggregate number of Open Offer Shares available for subscription pursuant to the Open Offer will not exceed 28,971,544 New Ordinary Shares.
iv) Excess Application Facility
Subject to availability, the Excess Application Facility enables Qualifying Shareholders to apply for any whole number of Excess Shares in excess of their Basic Entitlement up to a maximum number of Excess Shares equal to 21 per cent. of the number of Existing Shares registered in their name as at the Record Date. Qualifying Non-CREST Shareholders who wish to apply to subscribe for more than their Basic Entitlement should complete the relevant sections on the Non-CREST Application Form. Qualifying CREST Shareholders will have Excess CREST Open Offer Entitlements credited to their stock account in CREST and should refer to the Prospectus for information on how to apply for Excess Shares pursuant to the Excess Application Facility. Excess applications may be allocated in such manner as the Directors and Seymour Pierce determine, in their absolute discretion, and no assurance can be given that applications by Qualifying Shareholders under the Excess Application Facility will be met in full or in part or at all.
v) Application procedure under the Open Offer
Further information on the application procedure under the Open Offer and the terms and conditions on which it is made, including the procedure for application and payment, will be set out in the Prospectus and, where relevant, on the Non-CREST Application Form.
vi) Conditionality
The Open Offer is conditional upon the Admission of the New Ordinary Shares becoming effective by not later than 8.00 a.m. on 7 January 2010.
If Admission does not take place at 8.00 a.m. on 7 January 2010 (or such later time and/or date as the Company may determine, not being later than 3.00 p.m. on 31 January 2010), the Open Offer will lapse, any Basic Entitlements and Excess CREST Open Offer Entitlements admitted to CREST will, after that time and date be disabled and application monies under the Open Offer will be refunded to the applicants, by cheque (at the applicant's risk) in the case of Qualifying Non-CREST Shareholders and by way of a CREST payment in the case of Qualifying CREST Shareholders, without interest, as soon as practicable thereafter.
vii) Application for Admission
Application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM. It is expected that Admission will become effective at 8.00 a.m. on 7 January 2010 and that dealings for normal account settlement in the New Ordinary Shares will commence at 8.00 a.m. on the same day. No temporary documents of title will be issued.
The New Ordinary Shares to be issued pursuant to the Open Offer will, following Admission, rank pari passu in all respects with the Shares in issue at the date of this announcement and will carry the right to receive all dividends and distributions declared, made or paid on or in respect of the Shares after Admission.
viii) Important notice
Shareholders should note that the Open Offer is not a rights issue. Qualifying Shareholders should be aware that in the Open Offer, unlike with a rights issue, any Open Offer Shares not applied for by Qualifying Shareholders under their Basic Entitlements will not be sold in the market on behalf of, or placed for the benefit of, Qualifying Shareholders who do not apply under the Open Offer, but may be allotted to Qualifying Shareholders to meet any valid applications under the Excess Application Facility.
Any Qualifying Shareholder who has sold or transferred all or part of his registered holding(s) of Shares prior to the close of business on 8 December 2009 is advised to consult his stockbroker, bank or other agent through or to whom the sale or transfer was effected as soon as possible.
Intentions of Directors
The Directors intend to subscribe or apply, in aggregate, for 262,133 New Ordinary Shares under the Open Offer.
Effect of the Open Offer
Upon completion of the Open Offer, the New Ordinary Shares will represent approximately 9.1 per cent. of the Enlarged Issued Share Capital. Following the issue of the Open Offer Shares pursuant to the Open Offer (assuming the Open Offer is fully subscribed), a Qualifying Shareholder who does not take up any of his Basic Entitlement (and does not take up any Excess Shares under the Excess Application Facility) will suffer a dilution of approximately 9.1 per cent. to his economic interests in the Company.
Expected timetable of principal events
Each of the times and dates set out below and mentioned in this announcement and the Prospectus may be adjusted by the Company, in which event details of the new times and dates will be notified to the FSA, the London Stock Exchange and, where appropriate, Qualifying Shareholders. References to a time of day are to London time.
| Record Date for entitlement to participate in the Open Offer | close of business on 8 December 2009 |
| Announcement of the Open Offer, publication of the Prospectus and posting of the Prospectus and the Non-CREST Application Form | 9 December 2009 |
| Ex-entitlement date for the Open Offer | 8.00 a.m. on 10 December 2009 |
| Basic Entitlements and Excess CREST Open Offer Entitlements credited to CREST stock accounts of Qualifying CREST Shareholders | as soon as possible after 8.00 a.m. 10 December 2009 |
| Recommended latest time for requesting withdrawal of Basic Entitlements and Excess CREST Open Offer Entitlements from CREST | 4.30 p.m. on 29 December 2009 |
| Recommended latest time for depositing Basic Entitlements and Excess CREST Open Offer Entitlements into CREST | 3.00 p.m. on 30 December 2009 |
| Latest time and date for splitting Non-CREST Application Forms (to satisfy bona fide market claims only) | 3.00 p.m. on 31 December 2009 |
| Latest time for receipt of completed Non-CREST Application Forms and payment in full under the Open Offer or settlement of relevant CREST instructions (as appropriate) | 11.00 a.m. on 5 January 2010 |
| Announcement of results of the Open Offer and basis of allocation of Excess Shares | 11.00 a.m. on 6 January 2010 |
| Admission of, and commencement of dealings in, the New Ordinary Shares | by 8.00 a.m. on 7 January 2010 |
| New Ordinary Shares in uncertificated form expected to be credited to accounts in CREST | as soon as possible after 8.00 a.m. on 7 January 2010 |
| Expected date of despatch of definitive share certificates for New Ordinary Shares in certificated form | Week commencing 18 January 2010 |
Documentation
It is anticipated that the Prospectus providing further details of the Open Offer will be published today. Shareholders who have consented to the provision of Shareholder documentation or notices via the Company's website will receive a letter detailing how they will be able to view (and download) the Prospectus. Where such Shareholders hold their Shares in certificated form, the letter will be accompanied by a Non-CREST Application Form. Shareholders who have not so consented will receive by post a copy of the Prospectus and where applicable a Non-CREST Application Form.
Copies of the Prospectus will be available free of charge during normal business hours on any weekday (except public holidays) from the date of its publication until Admission at the offices of Seymour Pierce Limited, 20 Old Bailey, London, EC4M 7EN and at the registered office of the Company at Mathon Court, Mathon, Malvern, Worcestershire, WR13 5NZ.
APPENDIX II
In this announcement, the following expressions have the following meanings unless the context requires otherwise:
| 'Admission' | admission to trading of the New Ordinary Shares on AIM; |
| 'AIM' | The AIM market of the London Stock Exchange; |
| 'Articles of Association' or 'Articles' | the Articles of Association of the Company, as amended from time to time; |
| 'Basic Entitlement' | the pro rata entitlement of Qualifying Shareholders to subscribe for one Open Offer Share for every ten Existing Shares registered in their name as at the Record Date; |
| 'Board' | the board of directors of the Company; |
| 'Business Day' | any day on which banks are generally open in England and Wales for the transaction of business, other than a Saturday or Sunday or a public holiday; |
| 'Closing Price' | the closing middle market quotation as derived from the Daily Official List of the London Stock Exchange on a particular day; |
| 'Company' or 'Desire' | Desire Petroleum plc, a company registered in England and Wales with registered number 3168611; |
| 'CREST' | the relevant system (as defined in the CREST Regulations) operated by Euroclear UK & Ireland Limited in accordance with which securities may be held or transferred in uncertificated form; |
| 'Directors' | the directors of the Company whose names are set out in the Prospectus, and 'Director' shall mean any one of them; |
| 'Enlarged Issued Share Capital' | the 318,686,989 Shares which will be in issue following completion of the Open Offer (assuming that no further options are exercised between the date of this announcement and Admission); |
| 'Excess Application Facility' | the arrangement pursuant to which Qualifying Shareholders may apply for additional Open Offer Shares in excess of their Basic Entitlement (up to a maximum number of Open Offer Shares equal to 21 per cent. of the number of Existing Shares registered in their name as at the Record Date) in accordance with the terms and conditions of the Open Offer; |
| 'Excess CREST Open Offer Entitlement' | in respect of each Qualifying CREST Shareholder, the entitlement (in addition to their Basic Entitlement) to apply for Existing Shares up 21 per cent. of the number of Existing Shares registered in their name as at the Record Date, credited to their stock account in CREST, pursuant to the Excess Application Facility; |
| 'Excess Shares' | Open Offer Shares which are not taken up by Qualifying Shareholders pursuant to their Basic Entitlement and are offered to Qualifying Shareholders under the Excess Application Facility; |
| 'Existing Shares' or 'Existing Ordinary Shares' | Shares in issue as at the Record Date; |
| 'FSA' | the Financial Services Authority; |
| 'FSMA' | Financial Services and Markets Act 2000, as amended; |
| 'Group' | the Company and its subsidiaries, subsidiary undertakings and joint venture companies and 'member of the Group' shall be construed accordingly; |
| 'Issue Price' | 70 pence per New Ordinary Share; |
| 'London Stock Exchange' | London Stock Exchange plc; |
| 'Net Proceeds' | approximately £19.9 million, being the proceeds from the issue of the New Ordinary Shares under the Open Offer net of transaction costs; |
| 'New Ordinary Shares' | new Shares proposed to be issued by the Company pursuant to the Open Offer; |
| 'Non-CREST Application Form' | the application form for use by Qualifying Non-CREST Shareholders relating to applications for Open Offer Shares (including in respect of Excess Shares under the Excess Application Facility); |
| 'North Falkland Basin' | an area located immediately north of the Falklands Islands, around 500 km from the the nearest point in South America; |
| 'Open Offer' | the invitation by the Company to Qualifying Shareholders to apply to subscribe for Open Offer Shares on the terms and conditions set out in the Prospectus and, in the case of Qualifying Non-CREST Shareholders, in the Non-CREST Application Form; |
| 'Open Offer Entitlement' | an entitlement to apply to subscribe for Open Offer Shares allocated to a Qualifying Shareholder under the Open Offer; |
| 'Open Offer Shares' | the 28,971,544 New Ordinary Shares to be offered to Qualifying Shareholders under the Open Offer; |
| 'Prospectus' | the prospectus to be published by the Company comprising a prospectus under the prospectus rules made by the FSA relating to the Company for the purposes of the Open Offer; |
| 'Qualifying CREST Shareholders' | Qualifying Shareholders whose Shares on the register of members of the Company on the Record Date are in uncertificated form; |
| 'Qualifying Non-CREST Shareholders' | Qualifying Shareholders whose Shares on the register of members of the Company on the Record Date are in certificated form; |
| 'Qualifying Shareholders' | holders of Shares on the Company's register of members on the Record Date (but excluding, subject to certain exceptions, any holder who has a registered address in a Restricted Jurisdiction); |
| 'Record Date' | the close of business on 8 December 2009; |
| 'Restricted Jurisdiction' | each of Australia, Canada, Japan, New Zealand, The Republic of South Africa and the United States; |
| 'Shareholders' | holders of Shares, each individually being a 'Shareholder'; |
| 'Shares' or 'Ordinary Shares' | ordinary shares of 1 pence each in the capital of the Company; |
| 'UK' or 'United Kingdom' | the United Kingdom of Great Britain and Northern Ireland; |
| 'UK Listing Authority' or 'UKLA' | the FSA acting in its capacity as competent authority for the purposes of Part VI of FSMA; |
| 'United States' | the United States of America, its territories and possessions, any State of the United States and the District of Columbia; and |
| 'US Securities Act' | The United States Securities Act of 1933 (as amended). |
APPENDIX III
IMPORTANT NOTICE
This announcement is not a prospectus. This announcement does not constitute or form part of any offer or invitation to purchase, or otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security in the capital of the Company in any jurisdiction.
This announcement is for information purposes only and does not constitute or form part of any offer or invitation to purchase, otherwise acquire or subscribe for, sell or otherwise dispose of or issue, or any solicitation of any offer to purchase, otherwise acquire or subscribe for, sell or otherwise dispose of or issue New Ordinary Shares or to take up any entitlements to New Ordinary Shares in any jurisdiction in which such an offer or solicitation is unlawful.
This announcement and the information contained in it is not for distribution (directly or indirectly) in or into the United States, Canada, Australia, Japan, New Zealand or The Republic of South Africa. It does not constitute an offer for sale of securities, nor a solicitation to purchase or subscribe for or otherwise acquire securities, in the United States, Canada, Australia, Japan, or The Republic of South Africa or any other jurisdiction where such offer, sale or solicitation would be unlawful. The information in this announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the US Securities Act or the applicable laws of other jurisdictions.
The New Ordinary Shares have not been and will not be registered under the US Securities Act, or under the securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offering of the New Ordinary Shares in the United States.
The New Ordinary Shares have not been and will not be registered under the securities laws of any Restricted Jurisdictions and may not be offered, sold, taken up, exercised, resold, transferred or delivered, directly or indirectly, within the Restricted Jurisdictions except pursuant to an applicable exemption from registration and in compliance with any applicable securities laws. There will be no public offer of the New Ordinary Shares in any of the Restricted Jurisdictions.
Seymour Pierce Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as Nominated Adviser exclusively to the Company and for no one else in connection with the Open Offer and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Open Offer and Admission or any other matters referred to in this announcement.
This announcement has been issued by, and is the sole responsibility of, Desire Petroleum plc. Apart from the responsibilities and liabilities, if any, which may be imposed by the FSMA, neither Seymour Pierce nor any of its affiliates, parent undertakings, subsidiary undertakings or subsidiaries of its parent undertakings or any of their respective directors, officers, employees or advisers or any other person accepts any responsibility whatsoever and makes no representation or warranty, express or implied, for or in respect of the contents of this announcement or as to the accuracy or completeness or fairness of the information or opinions contained in this announcement and, without prejudice to the generality of the foregoing, no responsibility or liability is accepted by any of them for any such information or opinions or for any errors or omissions.
Note regarding forward-looking statements
This announcement and some of the materials distributed in connection with this announcement may include forward-looking statements which reflect the Group's or, as appropriate, the Directors' current views with respect to financial performance, business strategy, plans and objectives of management for future operations (including development plans relating to the Group's products and services). These statements include forward-looking statements both with respect to the Group and the sectors and industries in which the Group operates. Statements which include the words 'expects', 'intends', 'plans', 'believes', 'projects', 'anticipates', 'will', 'targets', 'aims', 'may', 'would', 'could', 'continue' and similar statements of a future or forward-looking nature identify forward-looking statements. All forward-looking statements address matters that involve risks and uncertainties including, without limitation, the risks and uncertainties to be set forth in the Prospectus, because they relate to events and depend on circumstance that may or may not occur in the future. Accordingly, there are or will be important factors that could cause the Group's actual results to differ materially from those indicated in these statements. These forward-looking statements speak only as of the date of this announcement. Any forward-looking statements in this announcement reflect the Group's current views with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to the Group's business, results of operations, financial conditions, growth strategy and liquidity. Subject to obligations under applicable laws and regulations, the Company undertakes no obligation publicly to update or review any forward-looking statement to reflect events or circumstances after the date of this announcement, whether as a result of new information, future developments or otherwise.
Neither the content of Desire's website nor any website accessible by hyperlinks on Desire's website is incorporated in, or forms part of, this announcement.
Any person receiving this announcement is advised to exercise caution in relation to the Open Offer. If in any doubt about any of the contents of this announcement, independent professional advice should be obtained.