28 Mar 2011 16:56
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, NEW ZEALAND OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THE SECURITIES REFERRED TO HEREIN IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, NEW ZEALAND ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL PRIOR TO REGISTRATION, EXEMPTION FROM REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF SUCH JURISDICTION.
Exillon Energy Plc
Placing of New and Existing Ordinary Shares
March 28, 2011
Placing of New and Existing Ordinary Shares
Exillon Energy plc (the "Company") (EXI.LN), an independent oil producer with assets in two oil-rich regions of Northern Russia, Timan-Pechora ("Exillon TP") and West Siberia ("Exillon WS"), today announces that it intends to conduct an offering of US$150 million in new ordinary shares in the Company (the "New Placing Shares") to institutional investors in a private placing (the "Placing"). The price for the New Placing Shares is to be determined via a bookbuilding process, which is expected to close today at 19:00 GMT. The Placing will be conditional upon, inter alia, approval by shareholders at the Company's extraordinary general meeting to be held on or around April 15, 2011 (the "EGM") and the publication by the Company of a prospectus approved by the United Kingdom Listing Authority in connection with the Placing (the "Prospectus"). ING Bank N.V., London Branch and Mirabaud Securities LLP are acting as Joint Bookrunners and Placement Agents in connection with the Placing and FirstEnergy Capital is acting as a Placement Agent in connection with the Placing.
The New Placing Shares are expected to be admitted to the Official List of the UK Listing Authority and to trading on the London Stock Exchange's Main Market for listed securities on or around Wednesday, April 20, 2011, conditional upon, inter alia, approval by shareholders at the EGM. A circular containing a notice of the EGM will be circulated to the Company's shareholders upon successful completion of the bookbuilding process and pricing of the New Placing Shares. The Prospectus will be published following approval by the United Kingdom Listing Authority.
Cypcoserve Limited, which is an associate of the Company's Chairman, will also sell a minimum of US$ 100 million of ordinary shares (the "Sale Shares" and, together with the New Placing Shares, the "Placing Shares"). The price for the Sale Shares will be the same price as for the New Placing Shares. The Company will not receive any proceeds from the sale of the Sale Shares.
Use of Proceeds
The Company intends to use the net proceeds it receives from the Placing, together with the operating cash flow which the Group expects to generate, to fund infrastructure and drilling projects. In particular the Company intends to use the net proceeds of the Placing to fund infrastructure projects, including oil processing facilities, infield pipelines, equipment for gas utilisation and power generation, as follows:
·; US$42.0 million on infrastructure projects in Exillon WS
·; US$32.5 million on infrastructure projects in Exillon TP
The Group plans to use any remaining net proceeds of the Placing to fund its drilling programme for Exillon TP and Exillon WS.
Thomas Johnson
Company Secretary
More information about Exillon Energy is available on its website at: www.exillonenergy.com.
Contact details:
Exillon Energy plc
Nurlan Assilbekov, Investor Relations +971 56 657 0440
+44 79 2001 5131
Tom Blackwell
Blackwell@mcomgroup.com +44 207 920 2330
ING Bank N.V., London Branch ("ING") and Mirabaud Securities LLP ("Mirabaud") (the "Joint Bookrunners"), which are authorised and regulated in the United Kingdom by the Financial Services Authority, are acting as joint bookrunners to the Company and no one else in connection with the Placing, and will not be responsible to any person other than the Company for providing the protections afforded to customers of ING and Mirabaud, respectively, or for providing advice to any other person on the contents of this announcement, the Placing, the sale of the Sale Shares or any other transaction, arrangement or matter referred to herein.
This announcement is for information purposes only and shall not constitute an offer to sell or issue or the solicitation of an offer to buy, sell, issue or subscribe for, or the solicitation of an offer to buy, sell, issue or subscribe for any securities in the United States, Australia, Canada, Japan, the Republic of South Africa or New Zealand or any jurisdiction in which such offer or solicitation is or would be unlawful or would impose any unfulfilled registration, publication or approval requirements on the Company or any of the Placement Agents and should not be relied upon in connection with any decision to acquire ordinary shares or any other securities of the Company.
This announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted, by ING or Mirabaud or by any of their respective affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
The price of shares and the income from them may go down as well as up and the placees may not get back the full amount invested on disposal of the Placing Shares. Any indication in this announcement of the price at which ordinary 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.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT PERSONS WHO ARE: (A) (I) INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"), OR (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER, OR (III) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED; AND (B) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS (AS DEFINED IN ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC (THE "PROSPECTUS DIRECTIVE"))(ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
Persons (including individuals, funds or otherwise) by whom or on whose behalf a commitment to acquire Placing Shares has been given will be deemed to have read and understood this announcement in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements, and undertakings contained in this announcement. In particular, each such placee represents, warrants and acknowledges that it is: (i) a Relevant Person (as defined above) and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business; and (ii) unless otherwise agreed, outside the United States and is subscribing for the Placing Shares in an "offshore transaction" (within the meaning of Regulation S under the United States Securities Act of 1933, as amended (the "Securities Act").
This announcement is not for distribution directly or indirectly in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Canada, Australia, Japan, the Republic of South Africa or New Zealand or any jurisdiction into which the same would be unlawful.
This announcement does not constitute or form part of an offer or solicitation to purchase or subscribe for shares in the capital of the Company in the United States, Canada, Australia Japan, the Republic of South Africa or New Zealand or any jurisdiction in which such an offer or solicitation is unlawful. In particular, the Placing Shares referred to in this announcement have not been, and will not be, registered under the Securities Act or under the securities legislation of any state or other jurisdiction of the United States or of any province or territory of Canada, Australia, Japan, the Republic of South Africa or New Zealand. Accordingly, unless an exemption under any applicable law is available, the ordinary shares may not be directly or indirectly offered, sold, taken up or delivered, in, into or from the United States, Canada, Australia, Japan or the Republic of South Africa or New Zealand to or for the account or benefit of any national, resident or citizen of the United States or any person resident in Canada, Australia, Japan, the Republic of South Africa or New Zealand. Subject to exceptions, the Placing Shares referred to in this announcement are being offered and sold: (i) only outside the United States in accordance with Regulation S under the Securities Act and (ii) within the United States to qualified institutional buyers as defined in Rule 144A under the Securities Act who are also institution accredited investors. No public offering of securities of the Company will be made in connection with the Placing in the United Kingdom, the United States or elsewhere.
Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this announcement should seek appropriate advice before taking any action.
Neither this announcement nor any copy of it may be: (i) taken or transmitted into the United States; (ii) distributed, directly or indirectly, in the United States or to any US Person (within the meaning of regulations made under the Securities Act; (iii) taken or transmitted into or distributed in Australia, Canada, Japan, the Republic of South Africa or New Zealand or to an resident thereof for the purpose of solicitation or subscription or offer for sale of any securities or in the context where the distribution thereof may be construed as such a solicitation or offer. Any failure to comply with these restrictions may constitute a violation of the securities laws or the laws of any such jurisdiction.
The distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe any applicable requirements. Any failure to comply with these requirements may constitute a violation of the securities laws or other laws of any such jurisdiction. This announcement has been prepared for the purposes of complying with English law and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside England.
This announcement contains certain forward-looking statements which by their nature, contain risk and uncertainty because they relate to future events and depend on circumstances that could occur in the future. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward looking statements.
The New Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange plc. Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.