Eland Oil & Gas Regulatory News (ELA)

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE OR THE SOLICITATION OF AN OFFER TO BUY THE SECURITIES DISCUSSED HEREIN IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.

29 April 2016

Eland Oil & Gas PLC

Results of Placing

Eland Oil & Gas PLC ("Eland" or the "Company" or the "Group"), an oil & gas production and development company operating in West Africa with an initial focus on Nigeria, is pleased to announce the successful completion of the Placing, as announced yesterday, 28 April 2016.

A total of 37,352,941 Placing Shares have been placed at a price of 34 pence per Placing Share, representing a premium to the closing mid-market price on 28 April 2016. The Placing will raise gross proceeds of approximately $18.5 million (equivalent to £12.7 million at an exchange rate of $1.46).

Owing to a strong response from investors, the size of the Placing has been increased from the base size of $15 million to approximately $18.5 million. The additional funds will be applied towards further accelerating Eland's existing asset base and bringing forward additional production.

The Placing, which has been conducted by Panmure Gordon as Lead Bookrunner, Canaccord as Nominated Adviser and Joint Bookrunner, Rand Merchant Bank as Joint Bookrunner (South Africa) and Pareto Securities as Joint Bookrunner, pursuant to the terms and conditions as set out in the Appendix to yesterday's announcement, is conditional, amongst other things, on Admission.

The Placing Shares comprise: 36,442,441 voting ordinary shares of 10 pence each ("Voting Ordinary Shares"); and 910,500 non-voting right ordinary shares of 10 pence each ("Non-Voting Ordinary Shares") placed by the Brokers with Helios Natural Resources Ltd (Incorporated in Mauritius) ("Helios Natural Resources").

The Placing Shares (excluding the Non-Voting Ordinary Shares) will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing voting ordinary shares of the Company, including the right to receive all dividends or other distributions made, paid or declared in respect of such shares after the date of issue of the Placing Shares. The Non-Voting Ordinary Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing non-voting right ordinary shares of the Company, including the right to convert into voting ordinary shares on a one-for-one basis, subject to the restrictions contained in the Company's articles of association.

Application will be made to the London Stock Exchange for admission to trading of the Placing Shares (excluding the Non-Voting Ordinary Shares) on AIM ("Admission"). It is expected that Admission will take place at 8:00 a.m. on 6 May 2016 (at which time the Placing will become unconditional) and that dealings in the Placing Shares (excluding the Non-Voting Ordinary Shares) on AIM will commence at the same time. The Non-Voting Shares will not be admitted to trading on AIM.

Eland's enlarged issued ordinary share capital immediately following the issue of the Placing Shares will be 186,319,340 voting ordinary shares and 6,296,815 non-voting right ordinary shares. The aforementioned figure of 186,319,340 voting ordinary shares may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in interest in, the share capital of the Company under the Disclosure and Transparency Rules.

Directors' dealings and related party transactions

The Company has today been notified that certain directors of Eland have agreed to acquire Placing Shares pursuant to the terms of the Placing. Following Admission, the beneficial interests of the participating directors will be as follows:

The Company has also today been notified that the following two substantial shareholders of Eland have agreed to acquire Placing Shares pursuant to the terms of the Placing. Following Admission, their beneficial interests will be as follows:

* In addition to the 10,750,000 Voting Ordinary Shares, Helios Natural Resources have acquired 910,500 Non-Voting Ordinary Shares, resulting in a total holding of 6,296,815 Non-Voting Ordinary Shares.

Where a company enters into a related party transaction, under the AIM Rules for Companies the independent directors of the Company are required, after consulting with the Company's Nominated Adviser, to state whether, in their opinion, the transaction is fair and reasonable in so far as its shareholders are concerned.

The participations by Helios Natural Resources, a substantial shareholder in the Company; and Henderson, a substantial shareholder in the Company, in the Placing constitute related party transactions for the purposes of Rule 13 of the AIM Rules for Companies (the "Related Party Transactions").

The Directors, other than Richard Norris and Henry Turcan (who are nominees on the board of directors of the Company appointed by Helios Natural Resources and Henderson respectively), having consulted with the Company's Nominated Adviser, Canaccord, consider that the terms of the Related Party Transactions are fair and reasonable insofar as the shareholders are concerned.

Defined terms used in this announcement have the same meaning as set out in the Placing announcement issued by the Company on 28 April 2016.

For further information:

Eland Oil & Gas PLC (+44 (0)1224 737300)

www.elandoilandgas.com

George Maxwell, CEO

Louis Castro, CFO

Ed Cozens, IR

Canaccord Genuity Limited (nominated adviser and joint broker) (+44 (0)20 7 523 8000)

Henry Fitzgerald O'Connor

Nilesh Patel

Panmure Gordon (UK) Limited (joint broker) (+44 (0)20 7 886 2500)

Adam James / Atholl Tweedie

Tom Salvesen

Rand Merchant Bank 

Liz Williamson +44 (0) 20 7 939 1733

Stephen Friesenecker +27 (11) 282 4505

Pareto Securities

Davide Finelli +44 (0) 20 7786 4398

Camarco (+44 (0) 203 757 4980)

Billy Clegg / Georgia Mann

IMPORTANT NOTICES

THE MATERIAL SET FORTH HEREIN IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED, AND SHOULD NOT BE CONSTRUED, AS AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION IN WHICH SUCH AN OFFER WOULD BE UNLAWFUL. SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION. THE SECURITIES OF THE COMPANY DESCRIBED HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT"), OR THE LAWS OF ANY STATE OF THE UNITED STATES OR ANY JURISDICTION THEREOF, AND MAY NOT BE OFFERED, SOLD, RE-SOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO 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 AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION IN THE UNITED STATES. 

The distribution of this announcement and the Placing of the Placing Shares as set out in this announcement in certain jurisdictions may be restricted by law. No action has been taken 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 to inform themselves about, and to observe, such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This communication does not constitute an offer of securities to the public in the United States, the United Kingdom or in any other jurisdiction. There will be no public offer of securities in the United States, United Kingdom or in any other jurisdiction. This communication is directed only at persons (i) having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (ii) who are high net worth companies, unincorporated associations and other persons to whom it may lawfully be communicated in accordance with Article 49(2)(a) to (d) of the Order, or (iii) other persons to whom it may lawfully be communicated (all such persons together being referred to as "relevant persons"). Any investment activity in connection with the Placing will only be available to, and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.

In member states of the European Economic Area, this announcement is only addressed to and directed at persons who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in each Relevant Member State).

This communication does not constitute or form a part of any offer or solicitation or advertisement of an offer to purchase and/or subscribe for shares in South Africa, including an offer to the public for the sale of, or subscription for, or the solicitation of an offer to buy and/or subscribe for, shares as defined in the South African Companies Act, No. 71 of 2008 (as amended) or otherwise (the "Companies Act") and will not be distributed to any person in South Africa in any manner that could be construed as an offer to the public in terms of the Companies Act.

This announcement includes statements that are, or may be deemed to be, "forward-looking statements", including within the meaning of Section 27A of the US Securities Act and Section 21E of the U.S. Securities Exchange Act of 1934. These forward-looking statements are based on the Company's current expectations and projections about future events and can be identified by the use of a date in the future or forward-looking terminology, including, but not limited to, the terms "may", "believes", "estimates", "plans", "aims", "targets", "projects", "anticipates", "expects", "intends", "will", "could" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts and include statements regarding the Company's intentions, beliefs or current expectations. They are not guarantees of future performance. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. A number of factors could cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements. Any forward-looking statements in this announcement reflect the Company's view with respect to future events as at the date of this announcement and are subject to risks relating to future events and the Company's operations, results of operations, financial condition, growth, strategy, liquidity and the industry in which the Company operates. No assurances can be given that the forward-looking statements in this announcement will be realised. Neither the Company, Panmure Gordon, Canaccord, RMB nor Pareto undertake any obligation nor do they intend to revise or update any forward-looking statements in this announcement to reflect events or circumstances after the date of this announcement (except, in the case of the Company, to the extent required by the Financial Conduct Authority (the "FCA"), the London Stock Exchange or by applicable law, the AIM Rules or the Disclosure Rules and Transparency Rules). None of the future projections, expectations, estimates or prospects in this announcement should be taken as forecasts or promises nor should they be taken as implying any indication, assurance or guarantee that the assumptions on which such future projections, expectations, estimates or prospects have been prepared are correct or exhaustive or, in the case of the assumptions, fully stated in the announcement. As a result of these risks, uncertainties and assumptions, prospective investors should not place undue reliance on these forward-looking statements as a prediction of actual results or otherwise. The Company undertakes no obligation to update the forward-looking statements in this announcement or any other forward-looking statements it may make. Forward-looking statements in this announcement are current only as of the date on which such statements are made.

This announcement has been issued by, and is the sole responsibility of, the Company. This announcement is for information only and does not constitute an offer or invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities or investment advice in any jurisdiction in which such an offer or solicitation is unlawful, including without limitation, the United States, Australia, Canada, Japan, Jersey or South Africa. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Persons needing advice should consult an independent financial adviser.

None of Panmure Gordon, Canaccord, RMB and Pareto, nor any of their respective affiliates, parent undertakings, subsidiary undertakings or subsidiaries of their parent undertakings nor any of their respective directors, officers, employees or advisers nor 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 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.

Panmure Gordon, which is regulated by the FCA in the United Kingdom is acting solely for the Company in relation to the Placing and nobody else and will not be responsible to anyone other than the Company for providing the protections afforded to the clients of Panmure Gordon nor for providing advice in relation to the Placing or any other matter referred to in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed upon Panmure Gordon by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, Panmure Gordon does not accept any responsibility whatsoever or make any representation or warranty, express or implied, concerning the contents of this announcement, including its accuracy, completeness or verification, or concerning any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Placing Shares or the Placing and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. Panmure Gordon accordingly disclaims, to the fullest extent permitted by law, all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to herein) which it might otherwise have in respect of this announcement or any such statement.

Canaccord, which is regulated by the FCA in the United Kingdom is acting solely for the Company in relation to the Placing and nobody else and will not be responsible to anyone other than the Company for providing the protections afforded to the clients of Canaccord nor for providing advice in relation to the Placing or any other matter referred to in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed upon Canaccord by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, Canaccord does not accept any responsibility whatsoever or make any representation or warranty, express or implied, concerning the contents of this announcement, including its accuracy, completeness or verification, or concerning any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Placing Shares or the Placing and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. Canaccord accordingly disclaims, to the fullest extent permitted by law, all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to herein) which it might otherwise have in respect of this announcement or any such statement.

RMB, which is regulated by the FCA in the United Kingdom is acting solely for the Company in relation to the Placing and nobody else and will not be responsible to anyone other than the Company for providing the protections afforded to the clients of RMB nor for providing advice in relation to the Placing or any other matter referred to in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed upon RMB by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, RMB does not accept any responsibility whatsoever or make any representation or warranty, express or implied, concerning the contents of this announcement, including its accuracy, completeness or verification, or concerning any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Placing Shares or the Placing and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. RMB accordingly disclaims, to the fullest extent permitted by law, all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to herein) which it might otherwise have in respect of this announcement or any such statement.

Pareto, which is regulated by the FCA in the United Kingdom is acting solely for the Company in relation to the Placing and nobody else and will not be responsible to anyone other than the Company for providing the protections afforded to the clients of Pareto nor for providing advice in relation to the Placing or any other matter referred to in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed upon Pareto by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, Pareto does not accept any responsibility whatsoever or make any representation or warranty, express or implied, concerning the contents of this announcement, including its accuracy, completeness or verification, or concerning any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Placing Shares or the Placing and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. Pareto accordingly disclaims, to the fullest extent permitted by law, all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to herein) which it might otherwise have in respect of this announcement or any such statement.

Any indication in this announcement of the price at which Placing Shares have been bought or sold in the past cannot be relied upon as a guide to future performance. No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company. The price of Placing 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 Placing Shares.

Neither the content of the Company's website (or any other website) nor any website accessible by hyperlinks to the Company's website is incorporated in, or forms part of, this announcement.