Europa Oil & Gas Regulatory News (EOG)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY ORINDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE AVIOLATION OF THE RELEVANT SECURITIES LAWS OF SUCH JURISDICTION. 20 December 2013 Europa Oil & Gas (Holdings) plc(`Europa' or `the Company') Open Offer Europa Oil & Gas (Holdings) plc, the AIM listed oil and gas exploration,development and production company focused on Europe, is pleased to announcethat, further to its announcement of 16 December 2013 (the `Announcement'), itwill today post to Shareholders the Circular setting out full details of theOpen Offer and the Application Form. Unless otherwise stated, terms and expressions defined in the Circular (whichare replicated at the end of this Announcement) have the same meaning in thisAnnouncement. Introduction On 16 December 2013, Europa announced that it had conditionally raised £2.86million (before expenses) by the issue of 47,694,665 New Ordinary Sharespursuant to the Placing. The Company also announced that it proposed to raiseup to a further £1.16 million (before expenses) by the issue of up to a further19,332,855 New Ordinary Shares pursuant to the Open Offer, giving a totalFundraising of up to approximately £4.02 million. Certain Directors haveundertaken to make applications to participate in the Open Offer to subscribefor in aggregate, 2,666,665 Open Offer Shares to raise approximately £0.16million. The Fundraising has been undertaken to provide funding for Europa's near-termwork programme and projects. In particular, the proceeds of the Placing of £2.86 million, alongside the commitments of certain Directors to participate inthe Open Offer amounting to, in aggregate, a further £0.16 million, will beused to fund the Company's contribution to expected drilling of an explorationwell at Kiln Lane, PEDL-181, and to further its work in Ireland, including thecommissioning of a CPR on its existing assets in the region. The balance of theproceeds of the Open Offer will provide further funding for the Company's workprogramme, as well as additional funds for progressing a range of otherprojects and activities. Further details on the background to and the reasonsfor the Fundraising, and the use of the Fundraising proceeds can be found inthe Announcement and in the Circular. Principal terms of the Open Offer The Board are grateful for the continuing support received from allShareholders, and accordingly wishes to offer Shareholders the opportunity toparticipate in the Fundraising by launching the Open Offer, whereby the Companyproposes to issue up to 19,332,855 further New Ordinary Shares to QualifyingShareholders at the Issue Price, being 6 pence per Open Offer Share. Basic Entitlement On, and subject to the terms and conditions of the Open Offer, the Companyinvites Qualifying Shareholders to apply for their Basic Entitlement of OpenOffer Shares at the Issue Price. Each Qualifying Shareholder's BasicEntitlement has been calculated on the following basis: 1.4024 Open Offer Shares for every 10 Existing Ordinary Shares held at 5pm on the Record Date of 19 December 2013. Basic Entitlements will berounded down to the nearest whole number of Ordinary Shares. Excess Entitlement Qualifying Shareholders subscribing for their full Basic Entitlement (andQualifying Shareholders whose Basic Entitlement is zero) are also invited toapply for additional Open Offer Shares (up to the total number of Open OfferShares available to Qualifying Shareholders under the Open Offer) as an ExcessEntitlement. If valid applications for Excess Entitlements exceed the totalnumber of Open Offer Shares not issued to Qualifying Shareholders pursuant totheir Basic Entitlements, applications for Excess Entitlements will be scaledback by the percentage amount by which the total number of applications forExcess Entitlements exceeds the total number of Open Offers Shares available asExcess Entitlements. No Qualifying Shareholder shall be required to subscribefor more Open Offer Shares than he or she has specified on the Application Formor through CREST. The Open Offer is not being underwritten and consequently there may be fewerthan 19,332,855 Open Offer Shares issued pursuant to the Open Offer. Overseas Shareholders The Open Offer Shares have not been and are not intended to be registered orqualified for sale in any jurisdiction other than the United Kingdom and theQualifying Overseas Jurisdictions. Accordingly, unless otherwise determined bythe Company and effected by the Company in a lawful manner, the ApplicationForm will not be sent to Existing Shareholders with registered addresses in anyjurisdiction other than the United Kingdom or the Qualifying OverseasJurisdictions since to do so would require compliance with the relevantsecurities laws of that jurisdiction. The Company reserves the right to treatas invalid any application or purported application for Open Offer Shares whichappears to the Company or its agents or professional advisers to have beenexecuted, effected or despatched in a manner which may involve a breach of thelaws or regulations of any jurisdiction or if the Company or its agents orprofessional advisers believe that the same may violate applicable legal orregulatory requirements or if it provides an address for delivery of sharecertificates for Open Offer Shares, or in the case of a credit of Open OfferShares in CREST, to a CREST member whose registered address would be not be inthe UK or one of the Qualifying Overseas Jurisdiction. Notwithstanding the foregoing and any other provision of the Circular or theApplication Form, the Company reserves the right to permit any QualifyingShareholder to apply for Open Offer Shares if the Company, in their sole andabsolute discretion, are satisfied that the transaction in question is exemptfrom, or not subject to, the legislation or regulations giving rise to therestrictions in question. The Circular together with the accompanying Application Form, in the case ofQualifying Non- CREST Shareholders, contains the terms and conditions of theOpen Offer. If a Qualifying Shareholder does not wish to apply for Open Offer Shares heshould not complete or return the Application Form or send an Unmatched StockEvent ("USE") message through CREST. Action to be taken by Shareholders in respect of the Open Offer Qualifying Non-CREST Shareholders If you are a Qualifying Non-CREST Shareholder you will receive an ApplicationForm which gives details of your maximum basic entitlement under the Open Offer(as shown by the number of Open Offer Shares included in your BasicEntitlement). If you wish to apply for Open Offer Shares under the Open Offer(whether in respect of your Basic Entitlement or both your Basic Entitlementand any Excess Entitlement), you should complete the Application Form inaccordance with the procedure for application set out in section 4(a) of PartIII of the Circular and on the Application Form itself. If your BasicEntitlement is zero, you are entitled to apply for Open Offer Shares as anExcess Entitlement. Qualifying CREST Shareholders If you are a Qualifying CREST Shareholder and do not hold any Ordinary Sharesin certificated form, no Application Form will accompany the Circular and youwill receive a credit to your appropriate stock account in CREST in respect ofyour Basic Entitlement and also in respect of your Excess Entitlement (equal to25 Open Offer Shares per 10 Existing Ordinary Shares held). If you wish to takeup more Open Offer Shares as an Excess Entitlement then please contactComputershare to arrange a further credit of Open Offer Shares as an ExcessEntitlements to your CREST account. You should refer to the procedure forapplication set out in section 4(b) of Part III of the Circular. The latest time for applications under the Open Offer to be received is 11.00a.m. on 17 January 2013. The procedure for application and payment depends onwhether, at the time at which application and payment is made, you have anApplication Form in respect of your entitlement under the Open Offer or haveOpen Offer Entitlements credited to your stock account in CREST in respect ofsuch entitlement. The procedures for application and payment are set out inPart III of the Circular. Qualifying CREST Shareholders who are CREST sponsored members should refer totheir CREST sponsors regarding the action to be taken in connection with theCircular and the Open Offer. EIS/VCT Schemes As set out in the Announcement, the Company has applied for, and is awaitingconfirmation of, advance assurance from HMRC that the Open Offer Shares withVCT Schemes constitute a qualifying holding for such VCT Schemes. HMRC has alsobeen requested to confirm that the Open Offer Shares should satisfy therequirements for tax relief under the EIS. The Company has previously appliedfor and received confirmation of advance assurance of qualifying status underVCT Schemes and the EIS, the most recent being 26 February 2013, A newapplication has been submitted and it is expected that an updated advanceassurance will be provided by HMRC to the Company, although Shareholders shouldbe mindful that no guarantees or assurance can be given in this regard. No new material information / Clarification The Circular contains no new material information in respect of the Company,trading or its prospects other than as set out in the Announcement. The Companywishes to draw Shareholders' attention to two differences between the text ofthe Announcement and the Circular: 1. The Announcement stated that the Company expected, subsequent to the Announcement being made, to make a firm commitment to DECC to drill the Kiln Lane well. The Circular states that this commitment to DECC was made on 18 December 2013. 2. The Announcement stated in a table the indicative gross and net unrisked resources of the Company's Berenx Deep and Berenx Shallow prospects. Shareholders should be aware that the table reflected the risked (not unrisked) resources of these prospects. Further Information Further terms and conditions of the Open Offer are set out in the Circular. Copies of the Circular will be available at the Company's registered office andprincipal place of business at 6 Porter Street, London, up to and including thedate of Second Admission and on the Company's website at www.europaoil.com. Enquiries: For further information please visit www.europaoil.com or contact: Hugh Mackay Europa + 44 (0) 20 7224 3770 Phil Greenhalgh Europa + 44 (0) 20 7224 3770 Matt Goode finnCap Ltd +44 (0) 20 7220 0500 Henrik Persson finnCap Ltd +44 (0) 20 7220 0500 Frank Buhagiar St Brides Media and Finance Ltd +44 (0) 20 7236 1177 Lottie Brocklehurst St Brides Media and Finance Ltd +44 (0) 20 7236 1177 The following definitions apply throughout this announcement, unless thecontext otherwise requires: "Admission" First Admission and Second Admission "AIM Rules" the AIM Rules for Companies governing the admission to andoperation of AIM published by the London Stock Exchange as amended from time totime "AIM" the market of that name operated by the London Stock Exchange "Application Form" the application form relating to the Open Offer and enclosedwith the Circular for use by Qualifying Shareholders "Articles" the articles of association of the Company (as amended from time totime) "Basic Entitlement" entitlement to subscribe for Open Offer Shares, allocatedto a Qualifying Shareholder pursuant to the Open Offer as described in Part IIIof the Circular "Board" or "the Directors" the directors of the Company, as at the date of thisAnnouncement "CREST" the relevant system (as defined in the Uncertified SecuritiesRegulations 2001 (SI 2001 No 3875)) for the paperless settlement of trades andthe holding of uncertificated securities, operated by Euroclear UK & IrelandLimited, in accordance with the same regulations "CREST member" a person who has been admitted by Euroclear UK & Ireland as asystem-member (as defined in the CREST Regulations) "CREST participant" a person who is, in relation to CREST, a system participant(as defined in the CREST Regulations) "CREST Regulations" the Uncertified Securities Regulations 2001, as amended "CREST sponsor" a CREST participant admitted to CREST as a CREST sponsor "CREST sponsored member" a CREST member admitted to CREST as a sponsored member(which includes all CREST Personal Members) "DECC" United Kingdom Department of Energy & Climate Change "EIS" the Enterprise Investment Scheme under the provisions of Part 5 of theIncome Tax Act 2007 "Europa" or "Company" or "EOG" Europa Oil & Gas (Holdings) plc, a companyregistered in England and Wales with company number 5217946 "Excess Entitlement" Open Offer Shares in excess of the Basic Entitlement, butnot in excess of the total number of Open Offer Shares, allocated to aQualifying Shareholder pursuant to the Open Offer as described in Part III ofthe Circular "Existing Ordinary Shares" the 137,855,504 Ordinary Shares in issue as at thedate of this Announcement, being the entire issued share capital of the Companyprior to the Placing and the Open Offer "FCA" the Financial Conduct Authority of the UK "finnCap" or "Broker" finnCap Ltd, a company incorporated in England and Waleswith registered number 06198898, whose registered office is at 60 New BroadStreet, London, EC2M 1JJ, the Company's nominated adviser and broker "First Admission" the admission of the Placing Shares to trading on AIMbecoming effective in accordance with the AIM Rules "FSMA" the Financial Services and Markets Act 2000 (as amended) "Fundraising" together, the Placing and Open Offer "Group" together the Company and its subsidiary undertakings "HMRC" Her Majesty's Revenue & Customs "Issue Price" 6 pence per Ordinary Share "London Stock Exchange" London Stock Exchange plc "New Ordinary Shares" the Placing Shares and the Open Offer Shares "Open Offer Entitlements" entitlements to subscribe for shares pursuant to theBasic Entitlement and Excess Entitlement "Open Offer Shares" up to 19,332,855 new Ordinary Shares to be issued pursuantto the Open Offer "Open Offer" the offer to Qualifying Shareholders, constituting an invitationto apply for the Open Offer Shares on the terms and subject to the conditionsset out in the Circular and, in the case of Qualifying Non-CREST Shareholders,in the Application Form. "Ordinary Shares" ordinary shares of one pence each in the capital of theCompany having the rights and being subject to the restrictions contained inthe Articles "Overseas Shareholders" Shareholders on the Record Date with registeredaddresses, or who are citizens or residents of, or incorporate in, countriesoutside of the United Kingdom "Placing Agreement" the placing agreement dated 15 December 2013 between (1)the Company and (2) finnCap providing for, inter alia, the Placing and FirstAdmission "Placing Shares" the 47,694,665 new Ordinary Shares which have beenconditionally placed with institutional investors pursuant to the Placing andsubject to the terms and conditions in the Placing Agreement "Placing" the conditional non pre-emptive placing undertaken by finnCap, asagent for the Company, of the Placing Shares at the Issue Price withinstitutional investors pursuant to the terms of the Placing Agreement and asdetailed in the Circular "Qualifying CREST Shareholders" Qualifying Shareholders holding Ordinary Sharesin uncertified form "Qualifying Non-CREST Qualifying Shareholders holding Ordinary Shares incertificated Shareholders" form "Qualifying Overseas Jurisdiction" any and all of the Republic of Ireland, theNetherlands and Poland "Qualifying Shareholders" subject to any restrictions imposed on OverseasShareholders, holders of Ordinary Shares whose names appear on the register ofmembers of the Company on the Record Date "Record Date" 5.00 p.m. on 19 December 2013 "Second Admission" the admission of the Open Offer Shares to trading on AIMbecoming effective in accordance with the AIM Rules "Shareholders" registered holders of Ordinary Shares "UK" the United Kingdom of Great Britain and Northern Ireland "VCT Scheme" the Venture Capital Trust scheme under the provisions of Part 6 ofthe Income Tax Act 2007 A reference to £ is to pounds sterling, being the lawful currency of the UK. A reference to US$ is to United States of America (USA) dollars, being thelawful currency of the USA. A reference to € or Euro is to the lawful currencyof the Euro area.