Europa Oil & Gas Regulatory News (EOG)

NOT FOR RELEASE, PUBLICATION, OR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN 16 December 2013 Europa Oil & Gas (Holdings) plc Placing and Open Offer Highlights: * Fundraising to raise up to approximately £4.0 million, of which a minimum of approximately £3.02 million has been raised in the Placing and pursuant to Directors' undertakings to participate in the Open Offer * Placing to new and existing institutional investors to raise approximately £2.86 million (gross) * Intention to raise up to a further £1.16 million (gross) via the Open Offer to Qualifying Shareholders * Directors have undertaken to make applications to subscribe, in aggregate, for 2,666,665 Open Offer Shares to raise approximately £160,000 * Placing and Open Offer undertaken to provide requisite financing for Europa's near-term work programme, including: * Expected drilling of an exploration well at Kiln Lane, PEDL-181, onshore East Midlands, UK * Furthering its work in Ireland, both in respect of the Company's existing interests in two exciting exploration licences, but also participating in the next licence round * Farm-out costs and initial well planning at the Berenx Shallow prospect, onshore France * Full details of the Open Offer, including its terms and conditions, will be announced on or around 19 December 2013 and set out in the Circular to shareholders to be posted on or around the same date * Company expects advance assurance, given previously, that the Open Offer Shares would satisfy the requirements for tax relief under EIS and VCT Schemes (renewed advanced assurance from HMRC is pending) * Conference call for analysts and investors on Monday 16 December 2013 at 11.00 GMT Europa is pleased today to announce that it has conditionally raised £2.86million (before expenses) by the issue of 47,694,665 New Ordinary Sharespursuant to the Placing and, furthermore, that it proposes to raise up to afurther £1.16 million by the issue of up to a further 19,332,855 New OrdinaryShares pursuant to the Open Offer, in each case at an issue price of 6 penceper New Ordinary Share. The Placing is conditional upon, inter alia, FirstAdmission becoming effective on 9 January 2014 or such other date as may beagreed between the Company and finnCap, such date to be no later than 31January 2014. The Fundraising has been undertaken to provide funding for Europa's near-termwork programme and projects, including funding the Company's contribution toexpected drilling of an exploration well at Kiln Lane, PEDL-181, and to furtherits work in Ireland, including the commissioning of a CPR on its existingassets in the region. Europa's CEO Hugh Mackay said: "This successful Placing shows the potential ofour balanced portfolio of high impact exploration offshore Ireland and onshoreFrance prospects; and low risk exploration and production onshore UK assets, tocreate substantial value for our shareholders. In line with this, I amencouraged that some blue chip institutions have chosen to become shareholders.The Board is at all times mindful of its responsibilities to existingshareholders and as a result, the decision has been made to initiate an OpenOffer to Qualifying shareholders to provide them with the opportunity toparticipate on the same terms as those offered to the institutions under thePlacing." "Significantly,as a result of the Placing, we are now in a position to drilltwo exploration wells in the UK in 2014, each of which has a one in threechance of materially adding to our production. Revenues generated from ourthree producing fields in the UK will fund our share of drilling the Wressleprospect in early 2014, however the funds raised today will allow us to drillthe Kiln Lane prospect on PEDL-18,1 which is located in a working hydrocarbonsystem where a number of discoveries have been made in adjacent licences. Weestimate Kiln Lane has gross mean un-risked resources of 2.9mmbo and with a 50%interest and operatorship of the licence, we will be looking to drill a well inH2 2014. At the same time, we are now well funded to advance our plans tofarm-out and drill the 416bcf(per Company estimates only)Berenx Shallow gasprospect onshore France, as well as fund our participation in the next IrishLicensing round,as we look to add to our two existing licences in the IrishAtlantic Margin where we are in partnership with Kosmos Energy. 2014 isshaping up to be an exciting year for Europa and I look forward to providingfurther updates on our progress in due course." The Board has elected to undertake the Placing by means of a cash box in orderto have complete certainty around the success of the Placing. The Board ismindful of and grateful for the continuing support received from Shareholders,and accordingly intends to offer Qualifying Shareholders the opportunity toparticipate in the Fundraising by way of the Open Offer to issue up to19,332,855 New Ordinary Shares to Qualifying Shareholders. A Circular toShareholders, setting out full details of the Open Offer and the actions to betaken by Shareholders in respect of the Open Offer, is expected to be publishedon or around 19 December 2013. The Open Offer is not being underwritten and isnot conditional on the Placing. It is intended that Qualifying Shareholders subscribing for their full BasicEntitlement under the Open Offer will also be able to request additional OpenOffer Shares in accordance with the Excess Entitlement, up to the total numberof Open Offer Shares available to Qualifying Shareholders pursuant to the OpenOffer. The Board considers the Placing and Open Offer to be in the best interests ofthe Company and Shareholders as a whole, and certain Directors intend to makeapplications to subscribe for 2,666,665 Open Offer Shares, including ExcessEntitlements, in the Open Offer. Enquiries: For further information please visit www.europaoil.com or contact: Hugh Mackay Europa +44 (0) 20 7224 3770Phil Greenhalgh Europa +44 (0) 20 7224 3770 Matt Goode finnCap Ltd +44 (0) 20 7220 0500Henrik Persson finnCap Ltd +44 (0) 20 7220 0500 Frank Buhagiar St Brides Media and Finance Ltd +44 (0) 20 7236 1177Lottie Brocklehurst St Brides Media and Finance Ltd +44 (0) 20 7236 1177 The Company will be holding a conference call for analysts and investors onMonday 16 December 2013 at 11.00 GMT. To participate in this conference call,please go to www.meetingzone.com/presenter using 2927389 as the participant pinto submit questions at the time of the call, and dial +44 (0) 808 109 5644, or+44 (0) 20 8322 2500 if you are calling from outside of the UK, using accesscode 2927389#. Important Information Neither the content of the Company's website (or any other website) nor anywebsite accessible by hyperlinks on the Company's website (or any otherwebsite) is incorporated in, or forms part of, this announcement. Any person receiving this announcement is advised to exercise caution inrelation to the Placing and the Open Offer. If in any doubt about any of thecontents of this announcement or the action that you should take, independentprofessional advice should be obtained. finnCap Limited, which is authorised and regulated in the United Kingdom by theFCA, is acting as nominated adviser and broker to the Company in connectionwith the Placing and the Open Offer and is not acting for any other persons inrelation to the Placing and Open Offer. finnCap Limited is retained by theCompany in connection with the Placing and Open Offer and shall not beresponsible to any other party for providing advice or taking any other actionin relation to the Placing and Open Offer. Persons receiving this announcementshould note that finnCap Limited will not be responsible to anyone other thanthe Company for providing the protections afforded to clients of finnCapLimited or for advising any other person on the arrangements described in thisannouncement. finnCap Limited has not authorised the contents of, or any partof, this announcement and no liability whatsoever is accepted by finnCapLimited nor does it make any representation or warranty, express or implied,for the accuracy of any information or opinion contained in this announcementor for the omission of any information. finnCap Limited disclaims all and anyresponsibility or liability whether arising in tort, contract or otherwisewhich it might otherwise have in respect of this announcement. finnCap Limitedmay, in accordance with applicable legal and regulatory provisions, engage intransactions in relation to the Ordinary Shares (including the Placing Sharesand the Open Offer Shares) and/or related instruments for its own account forthe purposes of hedging any underwriting exposure or otherwise. Except asrequired by applicable law or regulation, finnCap Limited does not propose tomake any public disclosure in relation to any such transactions. This announcement does not constitute an offer to sell or an invitation tosubscribe for, or solicitation of an offer to subscribe for or buy New OrdinaryShares to any person in any jurisdiction to whom it is unlawful to make suchoffer or solicitation. In particular, this announcement must not be taken,transmitted, distributed or sent, directly or indirectly, in, or into, and OpenOffer Entitlements may not be transferred through CREST, in or into, the UnitedStates of America, Canada, Australia, Japan or the Republic of South Africa ortransmitted, distributed or sent to, or by, any national, resident or citizenof such countries. Accordingly, the New Ordinary Shares and/or Open OfferEntitlements may not, subject to certain exceptions, be offered or sold,directly or indirectly, in, or into, or credited to the stock account of anyperson in the United States of America, Canada, Australia, Japan or theRepublic of South Africa or in any other country, territory or possession whereto do so may contravene local securities laws or regulations. The New OrdinaryShares and the Open Offer Entitlements have not been, and will not be,registered under the United States Securities Act of 1933 (as amended) or underthe securities legislation of any state of the United States of America, anyprovince or territory of Canada, Australia, Japan or the Republic of SouthAfrica and they may not be offered or sold, directly or indirectly, within theUnited States of America or Canada, Australia, Japan or the Republic of SouthAfrica or to or for the account or benefit of any national, citizen or residentof the United States of America, Canada, Australia, Japan or the Republic ofSouth Africa or to any US person (within the definition of Regulation S madeunder the US Securities Act 1933 (as amended)). Forward-looking statements This announcement contains (or may contain) certain forward-looking statementswith respect to the Company and certain of its goals and expectations relatingto its future financial condition and performance which involve a number ofrisks and uncertainties. No forward-looking statement is a guarantee of futureperformance and actual results could differ materially from those contained inany forward-looking statements. All statements, other than statements ofhistorical facts, contained in this announcement, including statementsregarding the Group's future financial position, business strategy and plans,business model and approach and objectives of management for future operations,are forward-looking statements. Generally, the forward-looking statements inthis announcement use words such as "aim", "anticipate", "target", "expect","estimate", "plan", "goal", "believe", "will", "may", "could", "should","future", "intend", "opportunity, "potential", "project", "seek" and otherwords having a similar meaning. By their nature, forward-looking statementsinvolve risk and uncertainty because they relate to future events andcircumstances, including, but not limited to, economic and business conditions,the effects of changes in interest rates and foreign exchange rates, changes inlegislation, changes in consumer habits and other factors outside the controlof the Company, that may cause actual results, performance or achievements tobe materially different from any results, performance or achievements expressedor implied by such forward-looking statements. All forward-looking statementscontained in this announcement are based upon information available to theDirectors at the date of this announcement. The forward-looking statements inthis announcement are based on the relevant Directors' beliefs and assumptionsand information only as of the date of this announcement, and theforward-looking events discussed in this announcement might not occur.Therefore, investors should not place any reliance on any forward-lookingstatements. Except as required by law or regulation, the Directors undertake noobligation to publicly update any forward-looking statements, whether as aresult of new information, future earnings or otherwise. Investors are advised to read this announcement and, once available, theCircular in their entirety for a further discussion of the factors that couldaffect the Company's or the Group's future performance and the industries inwhich they operate. In light of these risks, uncertainties and assumptions, theevents described in the forward-looking statements in this announcement may notoccur. This summary should be read in conjunction with the full text of theannouncement which follows. SHARE CAPITAL AND PLACING AND OPEN OFFER STATISTICS Number of Existing Ordinary Shares 137,855,504 Number of Placing Shares issued under the Placing 47,694,665 Number of Open Offer Shares available under the Open 19,332,855Offer Enlarged Share Capital 204,883,024 Issue Price of Placing Shares and Open Offer Shares 6 pence Market capitalisation of the Company on Second Admission £12.3 millionat the Issue Price Approximate Percentage of the Enlarged Share Capital 23.3 per cent.represented by the Placing Shares Approximate Percentage of the Enlarged Share Capital 9.4 per cent.represented by the Open Offer Shares Approximate Percentage of the Enlarged Share Capital 32.7 per cent.represented by the Placing Shares and the Open OfferShares in aggregate Estimated gross proceeds of the Placing and Open Offer £4.02 million Note: Information given in relation to the ordinary share capital of the Company andthe proceeds of the Placing and Open Offer immediately following SecondAdmission have been calculated on the basis that the Placing comprises47,694,665 Placing Shares at a price of 6 per Ordinary Share, raising £2.86million (before expenses), that all Open Offer Shares are subscribed for byQualifying Shareholders, and that no options or warrants are exercised betweenthe date of this announcement and Second Admission. 1. Background to the Company and Strategy Europa is a UK-based oil and gas company with exploration, production andappraisal assets across three core geographies in Europe, namely, the UK, whereit has three producing assets in addition to its exploration interests, andonshore France and offshore Ireland where the Company has highly prospectivelicences which the Directors believe offer highly compelling hydrocarbonexploration opportunities. A summary of Europa's principal assets and activities is provided below: United Kingdom In the UK, the Company has a portfolio of both production and explorationassets. Production The Company has interests in three producing oilfields in the East Midlandsregion of the UK - a 100 per cent. working interest in both the West Firsby andCrosby Warren fields and a 65 per cent. non-operated interest in the Whisby-4well. Total net production for the last financial year to 31 July 2013 was 182boepd. Since that date, these assets have continued to perform in accordancewith the Board's expectations, with average production of 172 boepd for thefour month period ending 30 November 2013. Exploration PEDL-181 (Kiln Lane-1) Europa has a 50 per cent. interest in and is the operator of the PEDL-181licence in the Humber Basin, with Egdon Resources UK Limited and CeltiqueEnergie Petroleum Ltd, each holding a 25 per cent. interest. PEDL-181 islocated in the Carboniferous petroleum play and covers an area of over 540 km2.The Board considers that the licence has good potential for conventional oiland gas. It is located in a working hydrocarbon system where a number of otherdiscoveries have been made in adjacent licences but PEDL-181 itself has beenoverlooked by the industry and has not been previously drilled. The Board isalso aware that the area may have potential as a shale gas resource. Europa has conducted considerable technical work on PEDL-181 during the last 18months including acquisition of a 78 km 2D seismic in the first quarter of2013, reprocessing of an existing 150 km2 3D survey together with detailedregional evaluation and prospect specific mapping. The outcome of this work isthe identification of a drillable conventional oil and gas prospect at the KilnLane location in the east of the licence approximately 28 km from Europa'sproducing Crosby Warren oil field. This previously unknown prospect is a robuststructural closure prospective for Carboniferous sandstone reservoirs.Exploration success at this location would be a significant milestone and wouldsubstantially derisk a number of leads for possible follow-up drilling.Europa's research indicates that the Kiln Lane prospect has gross mean unriskedresources of 2.9 mmbo and a chance of success of 36 per cent. In the event ofexploration success Europa intends to conduct an extended well test for thepurpose of enabling a fast track development. The table below sets out the indicative gross and net mean unrisked resourcesof Kiln Lane (Source: Europa internal technical analysis): Kiln Lane Unrisked Resources Gross Net to EOG P90 0.50 0.25 P50 1.80 0.90 P10 6.70 3.35 Mean 2.90 1.45 Later in December 2013 the Company expects to make a firm commitment to DECC todrill the Kiln Lane well and, following preliminary discussions with DECC, itis anticipated that phase 1 of the PEDL-181 licence will be extended by oneyear until 30 June 2015 to enable fulfilment of this drilling commitment. Accordingly, Europa, and its partners, have commenced the site selectionprocess and expect to submit a planning application in March 2014 for thedrilling of an exploration well. It is currently expected that this well willspud in the second half of 2014. PEDL-180 (Wressle) PEDL-180 covers an area of 100 km2 of the East Midlands Petroleum Provincesouth of the Crosby Warren field. Europa has a 33.3 per cent. working interestin the block with its partners Egdon Resources (25 per cent. and operator),Celtique Energie (33.3 per cent.) and Union Jack Oil (8.3 per cent.). 49 km2 of3D seismic covering PEDL-180 and PEDL-182 was acquired in the first quarter of2012 and has been processed and interpreted. The operator estimates the Wressleprospect to hold mean gross un-risked recoverable resources of 2.1 mmbo. Drilling at Wressle is anticipated to take place in the first quarter of 2014,with Europa's share of the costs fully funded from its existing resources. PEDL-182 (Broughton) PEDL-182 is an area of 40 km2 to the north of PEDL-180 in which Europa has a33.3 per cent. working interest with its partners Egdon Resources (33.3 percent. and operator) and Celtique Energie (33.3 per cent.). The Broughtonprospect was previously drilled by BP plc and flowed oil. A CPR in May 2012(available on Europa's website) estimated the Broughton prospect to hold meangross un-risked recoverable resources of 1.85 mmbo. The Board and its partnersin this licence will consider its intentions and plans in respect of thelicence in light of drilling results at PEDL-180. PEDL-143 (Holmwood) Europa considers Holmwood to be one of the most exciting undrilled explorationprospects in the UK. As set out in the Company's final results and report forthe year ended 31 July 2013, the Board continues to work with its legaladvisers in preparation for a hearing in the Court of Appeal at the end ofApril, or early May, 2014 in respect of Europa's application for planningpermission for a temporary exploration well on this site. Ireland Exploration The Board continue to be particularly excited by the potential of its two FELsin the South Porcupine Basin offshore southwest Ireland; FEL 2/13 (formerly LO11/7 containing the Mullen prospect) and FEL 3/13 (formerly LO 11/8, Kiernan). Europa, based on technical work to date and interpretation of pre-existing 2Dseismic, estimates Mullen and Kiernan together to have gross mean un-riskedindicative resources of 482 million barrels of oil and 1.612 billion barrels ofoil equivalent respectively. On 18 April 2013, the Board considers thatsignificant technical and financial validation was provided in relation to itsIrish prospects when Europa announced a farm-in to both licences. Kosmos agreedto farm-in, earning an 85 per cent. interest and operatorship. In May 2013, theIrish government approved the conversion of the two LOs to FELs. Kosmos willfund the majority of the costs of developing these prospects, including a 3Dseismic survey over each licence, and subject to both companies wishing tocontinue into further phases, Kosmos will pay 100 per cent. of the costs of thefirst exploration well subject to caps of $90 million in FEL 2/13 and $110million in FEL 3/13. Europa must pay its equity share of the general andadministrative costs during the well phase, but, under the terms of the farmout agreement, these costs are capped at $450,000 on each licence. Further information in respect of the Mullen and Kiernan prospects wereprovided to Shareholders in the Company's announcements dated 6 November 2012and 16 January 2013 and detailed summary of the Company's work with Kosmos todate is set out in the Company's annual report and accounts for the year ended31 July 2013 (available on the Company's website). The 3D seismic survey was completed in October 2013, with the interpretationanticipated to be available at the end of June 2014, at which time decisionswill be made in respect of drilling of the Kiernan and Mullen prospects. TheBoard believes that the earliest date for a first exploration well on eitherprospect would be 2015. Meanwhile, a CPR is scheduled to be commissioned duringthe course of 2014. The Board believes that the technical insights that Europa has gained from itswork in the South Porcupine Basin provides a competitive edge which will standit in good stead as it seeks to participate in the next licencing round inIreland, expected to open in April 2014. France Exploration Europa holds a 100 per cent. interest in the onshore Béarn des Gaves permit inthe Aquitaine basin, the heartland of the French oil industry, and a 100 percent. interest in the Tarbes Val d'Adour permit. Whilst the latter remainssubject to renewal by the relevant French authorities, the Company's permit inBéarn des Gaves was renewed in October 2013 for a period of five yearscommencing March 2012. The Béarn des Gaves permit contains two prospects: Berenx Deep and BerenxShallow. Berenx Deep is an appraisal project having previously been explored and drilledby EssoRep with two wells, Berenx-1 (1969) and Berenx-2 (1972), bothencountering strong gas shows over a 500m thick gas bearing zone. In 1975Berenx-2 was re-entered, drill stem tested and flowed gas to surface from thesame carbonate reservoir that delivered 9 tcf and 2 tcf from nearby fields atLacq and Meillon. Ongoing re-evaluation and interpretation of existing seismicand well data on Berenx Deep has resulted in the better definition of a shallowgas prospect, Berenx Shallow. Previous exploration on the concession hadfocused only on the deep lying gas prospectivity. A thorough review by theCompany of historic well results, re-interpretation of structure and provenhydrocarbon bearing reservoir distribution in the shallow (less than 4000m)Cretaceous and Late Jurassic carbonate sediments has resulted in an upgrade inthe Company's estimation of the Berenx Shallow gas prospectivity to estimatedpotential gross mean un-risked resources of 416 bcf. The table below sets out the indicative gross and net (on the basis of assumedand indicative farm-down) unrisked resources of Berenx Deep and Berenx Shallow(Source: Europa internal technical analysis): Berenx Deep Berenx Shallow Gross Net to EOG* Gross Net to EOG** mmbl/bcf mmbl/bcf mmbl/bcf mmbl/bcf P90 11.0 4.0 44.0 22.0 P50 46.0 18.0 68.0 34.0 P10 212.0 85.0 97.0 48.0 Mean 94.2 37.7 69.3 34.7 * assuming farm-down to 40 per cent.** assuming farm-down to 50 per cent. The Board remains committed to the farm-out of the permit whilst alsoundertaking well permitting and drilling to confirm a well location for BerenxShallow ahead of drilling in 2014. The Board continues to contemplate afarm-out of both Berenx Deep and Berenx Shallow assets. 2. Use of proceeds of the Placing and Open Offer The Placing has raised gross proceeds of approximately £2.86 million (beforecommission and other costs of the Fundraising). The Board believes that the net proceeds of the Placing will be sufficient tomeet the Group's near-term work programme and working capital requirements.However, the Board wish to make the Open Offer to Shareholders, which willprovide additional funds to the Company to progress its exploration projectsand other activities. Assuming the take-up in full of the Open Offer, themaximum gross proceeds to the Company from the Open Offer would beapproximately £1.16 million. United Kingdom The Company and its partners intend to drill an exploration well at Kiln Lane,PEDL-181, in the second half of 2014, subject to having secured the requisiteplanning and permitting requirements. If the well is successful, the Companyanticipates testing the well for a period of up to six months. The Placing isspecifically intended to enable Europa to satisfy its pro-rata contribution tothe costs of the advancement of this licence. Separately, in the UK, whilst currently intended to be fully funded fromexisting resources, the Company has a firm commitment to contribute to thecosts of drilling on the PEDL-180 licence at Wressle in the first quarter of2014, and the net proceeds of the Placing will alleviate the impact of this onthe Company's working capital resources. Ireland The net proceeds of the Placing will provide the Company with the means tofurther its work in Ireland, where it has developed specific knowledge andcontacts as a result of its work in the region to date and where a furtherlicensing round is expected in April 2014. Under the terms of the farm outagreements with Kosmos, the Company is required to pay its share of non-wellcosts following the completion of the seismic interpretation. A CPR on theIrish licences is planned to be commissioned in the course of 2014. Working capital & other The Company will deploy amounts remaining as working capital to continue theCompany's work across its other geographies, including initial well planning atits Berenx Shallow prospect, onshore France and the costs of seeking a farm-outarrangement. A summary of the Board's current intentions for the deployment of the netproceeds of the Placing and the expected participation by certain Directors inthe Open Offer is as follows: Use of Proceeds £ million UK, Kiln Lane / PEDL-181 1.15 * Well cost 0.50 * Extended well test 0.25 * Well planning, permitting and other Ireland 0.60 * Contribution toward JV working capital costs * Costs of participation in next licensing round * CPR to be commissioned in 2014 Working capital 0.50 * Farm-out costs and preliminary well planning at Berenx Shallow, France Total 3.00 The Board are, as always, mindful that unexpected events, including operationaloutcomes or events outside the Board's control, may result in the proceeds ofthe Placing and the Open Offer being deployed in a differing manner to that setout above or on a differing timescale to that currently envisaged. 3. Principal terms of the Fundraising The Fundraising has been structured as follows: 1. The Placing to raise £2.86 million, structured as a cash box, in order to provide certainty of funding for the Company; and 2. Proposed Open Offer to raise up to £1.16 million to enable Qualifying Shareholders to participate in the Fundraising. The Placing The Company has conditionally raised through a cash box placing structure grossproceeds of £2.86 million pursuant to the terms of the Placing Agreement.As thePlacing Shares are not being allotted for a cash consideration, statutorypre-emption rights will not apply to the issue of the Placing Shares. Under the Placing Agreement, finnCap, as the Company's agent, agreed to use itsreasonable endeavours to place the Placing Shares with institutional investors.The Placing is conditional upon, inter alia, First Admission becoming effectiveon or before 8 a.m. on 9 January 2014 or such later date as the Company andfinnCap may agree (but in any event no later than 31 January 2014) but is notconditional upon the Open Offer. The Placing has been effected under theCompany's existing authorities to issue new Ordinary Shares, as granted to theBoard pursuant to resolutions passed on 10 December 2013. The New Ordinary Shares to be issued pursuant to the Placing will be issuedfully paid and will rank pari passu in all respects with the Existing OrdinaryShares, and will rank in full for all dividends and other distributionsdeclared, made or paid on or after First Admission in respect of the OrdinaryShares. Application has been made for the admission of the Placing Shares totrading on AIM, which is expected to take place at 8.00 a.m. on 9 January 2014. The Open Offer The Board is mindful of and grateful for the continuing support received fromall Shareholders and accordingly intends to offer Qualifying Shareholders ofthe Company the opportunity to subscribe for new shares on a pre-emptive basison the same terms as the Placing by launching the Open Offer to issue up to19,332,855 Open Offer Shares at the Issue Price. It is intended that Qualifying Shareholders subscribing for their full BasicEntitlement under the Open Offer will also be able to request additional OpenOffer Shares in accordance with the Excess Entitlement, up to the total numberof Open Offer Shares available to Qualifying Shareholders pursuant to the OpenOffer. Full details of the Open Offer, including itsterms and conditions,will beannounced on or around 19 December 2013and set out in the Circular. 4. Directors' shareholdings Certain Directors, being Bill Adamson, Hugh Mackay, Phil Greenhalgh andRoderick Corrie, have undertaken to make applications to participate in theOpen Offer and will make applications to subscribe for, in aggregate 2,666,665Open Offer Shares, as detailed in the table below: Director As at the date of this As at Second Admission Announcement Number of Number of Open Number of per cent. of Ordinary Offer Shares to be Ordinary Enlarged Share Shares held applied for Shares* Capital** (including Excess Applications) Bill Adamson 575,000 166,666 741,666 0.36% Hugh Mackay 860,823 1,666,666 2,527,489 1.23% Phil Greenhalgh 250,000 333,333 583,333 0.28% Roderick Corrie 103,496 500,000 603,496 0.29% * Assuming each Director's application in the Open Offer is satisfied infull ** Assuming the Open Offer is fully subscribed and assuming no warrants oroptions are exercised between the date of this announcement and SecondAdmission 5. EIS/VCT Schemes The Company has applied for and is awaiting confirmation of advance assurancefrom HMRC that the Open Offer Shares with VCT Schemes are expected toconstitute a qualifying holding for such VCT Schemes. HMRC has also beenrequested to confirm that the Open Offer Shares should satisfy the requirementsfor tax relief under the EIS. The Company has previously applied for andreceived confirmation of advance assurance of qualifying status under VCTSchemes and the EIS, the most recent being 26 February 2013, and it is notanticipated that there have been any material changes since the previousapplication to suggest that renewed confirmation should not be providedalthough no guarantees or assurance can be given in this regard. DEFINITIONS The following definitions apply throughout this announcement, unless thecontext otherwise requires: "Act" the Companies Act 2006 (as amended) "First Admission" the admission of the Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules "AIM Rules" the AIM Rules for Companies governing the admission to and operation of AIM published by the London Stock Exchange as amended from time to time "AIM" the market of that name operated by the London Stock Exchange "Application Form" the application form relating to the Open Offer for use by Qualifying Shareholders "Articles" the articles of association of the Company (as amended from time to time) "Basic Entitlement" pre-emptive entitlement to subscribe for Open Offer Shares, rounded down to the nearest whole number of shares, allocated to a Qualifying Shareholder pursuant to the Open Offer "Board" or "the Directors" the directors of the Company "Circular" a circular to Shareholders in respect of the Open Offer, expected to be published on or around 19 December 2013 "City Code" the City Code on Takeovers and Mergers "CREST" the relevant system (as defined in the Uncertified Securities Regulations 2001 (SI 2001 No 3875)) for the paperless settlement of trades and the holding of uncertificated securities, operated by Euroclear UK & Ireland Limited, in accordance with the same regulations "EIS" the Enterprise Investment Scheme under the provisions of Part 5 of the Income Tax Act 2007 "Enlarged Share Capital" the issued Ordinary Share capital of the Company immediately following Second Admission comprising the Existing Ordinary Shares and the New Ordinary Shares assuming full subscription under the Open Offer and the Placing and assuming no exercise of any warrants and options between the date of this announcement and Second Admission "Europa" or"Company" or"EOG" Europa Oil & Gas (Holdings) plc, a company registered in England and Wales with company number 5217946 "Excess Entitlement" Open Offer Shares in excess of the Basic Entitlement, but not in excess of the total number of Open Offer Shares, available to Qualifying Shareholders pursuant to the Open Offer "Existing Ordinary Shares" the 137,855,504 Ordinary Shares in issue as at the date of this announcement being the entire issued share capital of the Company prior 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 Wales with registered number 06198898, whose registered office is at 60 New Broad Street, London, EC2M 1JJ, the Company's nominated adviser and broker "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 the Basic Entitlement and Excess Entitlement "Open Offer Shares" up to 19,332,855 new Ordinary Shares to be issued pursuant to the Open Offer "Open Offer" the offer to Qualifying Shareholders, constituting an invitation to apply for the Open Offer Shares on the terms and subject to the conditions to be set 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 the Company having the rights and being subject to the restrictions contained in the Articles "Overseas Shareholders" Shareholders on the Record Date with registered addresses, or who are citizens or residents of, or incorporate in, countries outside of the United Kingdom "Placing Agreement" the placing agreement dated 13 December 2013 between (1) the Company and (2) finnCap in relation to the Placing and First Admission "Placing Shares" the 47,694,665 new Ordinary Shares which have been conditionally placed with institutional investors pursuant to the Placing and subject to the terms and conditions in the Placing Agreement "Placing" the conditional non pre-emptive placing undertaken by finnCap, as agent for the Company of the Placing Shares at the Issue Price with institutional investors pursuant to the terms of the Placing Agreement "Qualifying Overseas any and all of the Republic of Ireland, theJurisdiction" Netherlands and Poland "Qualifying Shareholders" Shareholders on the register of members on the Record Date with addresses for service in the UK or a Qualifying Overseas Jurisdiction "Record Date" the record date for entitlements under the Open Offer, as set out in the Circular "Registrar" or "Receiving Computershare Investor Services PLC, TheAgent" or "Computershare Pavilions, Bridgwater Road, Bristol BS99 6ZZ "Regulatory Information a service approved by the London Stock ExchangeService" for the distribution to the public of AIM announcements and included within the list on the website of the London Stock Exchange; "Second Admission" the admission of the Open Offer Shares to trading on AIM becoming effective in accordance with the AIM Rules "Shareholders" registered holders of Ordinary Shares "UK" the United Kingdom of Great Britain and Northern Ireland "UKLA" the FCA acting in its capacity as the competent authority for the purposes of Part VI of FSMA "VCT Scheme" the Venture Capital Trust scheme under the provisions of Part 6 of the 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 currency of the Euro area. GLOSSARY "bcf" billion cubic feet "boepd" barrels of oil equivalent per day "cash box" or "cash box placing a placing of new shares issued in such a way asstructure" to fall within the exemption afforded by section 565 Companies Act 2006 (i.e., issue of new shares for non cash consideration) "Celtique Energie Petroleum" Celtique Energie Petroleum Ltd "CPR" competent person's report "DECC" United Kingdom Department of Energy & Climate Change "Egdon Resources" Egdon Resources UK Limited "EIS" Enterprise Investment Scheme "FEL" frontier exploration licences "Kosmos" Kosmos Energy Ireland "mmbl" million barrels "LO" licensing option "Union Jack Oil" Union Jack Oil plc