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Sch 1 update - Frontera Resources Corporation

28 Jul 2011 11:07

RNS Number : 2640L
AIM
28 July 2011
 



ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

 

COMPANY NAME:

Frontera Resources Corporation ("Frontera Cayman" or the "Company")

 

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES):

c/o Walkers Corporate Services Limited, Walker House, 87 Mary Street, George Town, Grand Cayman, KY1-9001 Cayman Islands

(Registered office address)

 

3040 Post Oak Boulevard, Suite 1100, Houston, Texas 77056, U.S.A.

 (Principal place of business - U.S.A.)

 

12 Paliashvili Street, Tbilisi 0179, Georgia

(Principal place of business - Georgia)

 

COUNTRY OF INCORPORATION:

The Cayman Islands

 

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

www.fronteraresources.com

 

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

Frontera Cayman is an international oil and gas company pursuing exploration and production opportunities in emerging markets. The Company's principal administrative offices are in Houston, Texas, U.S.A. and Tbilisi, Georgia.

 

Specifically, Frontera's strategy is to seek opportunities in known hydrocarbon-bearing basins around the world where historical geopolitical and/or economic situations may have caused significant oil and gas plays to be overlooked or underdeveloped. Being among the first to enter these markets as they change and emerge from these historical situations is a primary objective in order to capture opportunity. Within this strategy, Frontera's current focus is targeted on exploiting a 'Greater Black Sea' initiative, with a primary focus on its core operations in the country of Georgia.

 

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

2,044,325,136 ordinary shares of par value US$0.00004 each ("Ordinary Shares"), to be issued at a price of 4 pence per Ordinary Share.

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Placing of 115,678,351 Ordinary Shares at 4 pence per Ordinary Share.

Fundraise of £4.6 million.

 

Subscription of 53,959,053 Ordinary Shares, calculated at 4 pence per Ordinary Share.

Fundraise of £2.2 million.

 

Market capitalisation on Admission: £81.8 million, calculated at 4 pence per Ordinary Share issue price.

 

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

63.9%

 

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED:

N/A

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Directors:

Steve C. Nicandros (President and Chief Executive Officer, Chairman)

Stephen E. McGregor (Executive Director and Chief Financial Officer)

Andrew J. Szescila (Non-executive Director)

Luis E. Giusti (Non-executive Director)

 

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

Before Admission:

 

Spyros N. Karnessis 30.0%

Kairos Eurasian Fund 6.9%

Steve C. Nicandros 6.4%

 

After Admission:

 

DDJ Capital Management 24.1%

Kairos Eurasian Fund 21.6%

Spyros N. Karnessis 10.0%

Steve C. Nicandros 7.7%

Persistency 7.6%

Plainfield  7.4%

Zaza Mamulaishvili 3.5%

 

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

N/A

 

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i) 31 December

(ii) 31 December 2010

(iii) 30 September 2011 (Interim results for the six months ended 30 June 2011)

30 June 2012 (Annual results for the year ended 31 December 2011)

30 September 2012 (Interim results for the six months ended 30 June 2012)

 

 

EXPECTED ADMISSION DATE:

2 August 2011

 

NAME AND ADDRESS OF NOMINATED ADVISER:

Strand Hanson Limited

26 Mount Row

London W1K 3SQ

 

NAME AND ADDRESS OF BROKERS:

Arbuthnot Securities Limited

20 Ropemaker Street

London EC2Y 9AR

 

Old Park Lane Capital Plc

49 Berkeley Square

London W1J 5AZ

 

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

The admission document containing full details of the applicant and its securities will be available for public inspection for a period of not less than one month from the date of admission at the following location during normal business hours on any weekday (other than Saturdays, Sundays and public holidays):

 

Lawrence Graham LLP

4 More London Riverside

London SE1 2AU

 

DATE OF NOTIFICATION:

28 July 2011

 

NEW/ UPDATE:

UPDATE

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
AIMPGUCUMUPGGUR
Date   Source Headline
15th Feb 20127:00 amRNSDirector Purchases Shares
10th Feb 20127:00 amRNSDrawdown on Equity Line
31st Jan 20127:00 amRNSOperations Update & SEDA-backed loan agreement
27th Jan 20127:00 amRNSSignificant Shareholder Dealing
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10th Nov 20117:00 amRNSChange of Broker
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11th Oct 20117:00 amRNSOperations Update
30th Sep 20117:00 amRNSFIRST HALF 2011 FINANCIAL RESULTS
28th Sep 20117:00 amRNSAppointment of Joint Broker
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29th Jul 20117:00 amRNSIssuance of New Shares
28th Jul 201111:48 amRNSDirector Retirement
28th Jul 201111:07 amRNSSch 1 update - Frontera Resources Corporation
28th Jul 20117:00 amRNSResult of Exchange Offer
19th Jul 201110:02 amRNSSchedule 1 - Frontera Resources Corporation
18th Jul 20118:15 amRNSConsent for Fundraising and Debt Restructure
12th Jul 20117:00 amRNSConfirmation of $1.4 Million Arbitration Award
28th Jun 20111:42 pmRNSProposed Placing and Restructuring
28th Jun 20111:42 pmRNSFinal Results
25th Feb 20115:49 pmRNSAnnual Meeting Results
15th Feb 20116:03 pmRNSHolding(s) in Company
28th Jan 20111:38 pmRNSDirectorate Change
11th Jan 20117:00 amRNSCredit Facility
22nd Nov 20109:21 amRNSRe Notice of AGM
11th Nov 201012:00 pmRNSDirector/PDMR Shareholding
10th Nov 20102:03 pmRNSDirector/PDMR Shareholding
27th Oct 20109:30 amRNSIssue of Equity
27th Oct 20109:30 amRNSIssue of Equity
11th Oct 20107:00 amRNSOperational Update
22nd Sep 20107:00 amRNSNew Resources Estimates and Operations Update
27th Aug 20107:00 amRNSFrontera Resources - 2nd Q Results 2010
27th Aug 20107:00 amRNSFrontera Resources - Results 1st Q 2010
27th Aug 20107:00 amRNSFrontera Resources - First Half 2010 Results
22nd Jul 20107:00 amRNSExtension to Exchange Offer for Convertible Debt
24th Jun 20107:00 amRNSExtension for Debt and Warrant Exchange Offer
15th Jun 20108:48 amRNSCommon Shares in Issue
26th May 20107:00 amRNSExtension for Debt and Warrant Exchange Offer
12th May 20107:00 amRNSExtension for Debt and Warrant Exchange Offer
26th Apr 20104:00 pmRNSFrontera Resources Announces Arbitration Award

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