19 Jul 2011 10:02
ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES") |
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COMPANY NAME: |
Frontera Resources Corporation ("Frontera Cayman" or the "Company")
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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)
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COUNTRY OF INCORPORATION: |
The Cayman Islands
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COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26: |
www.fronteraresources.com
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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.
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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): |
1,851,325,174 ordinary shares of US$0.00004 each ("Ordinary Shares"), to be issued at a price of 4 pence per Ordinary Share.
Note: The above issued ordinary share capital assumes 75.4% of the existing convertible loan notes are exchanged for Ordinary Shares in the debt restructuring, based on the principal amount at 30 June 2011, and US$8.9 million of indebtedness to management is converted to Ordinary Shares on the same basis, based on the principal amount outstanding on the date of this announcement plus accrued interest through Admission. |
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: £73.7 million, calculated at 4 pence per Ordinary Share issue price.
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PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: |
67.8%
Note: percentage assume 75.4% of Old Notes convert to equity in the Exchange Offer.
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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) Spyros N. Karnessis (Non-executive Director) Stephen E. McGregor (Executive Director and Chief Financial Officer) Andrew J. Szescila (Non-executive Director) Luis E. Giusti (Non-executive Director)
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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 26.4% Kairos Eurasian Fund 17.9% Spyros N. Karnessis 11.0% Steve C. Nicandros 8.3% Plainfield 8.2% Persistency 6.3% Zaza Mamulaishvili 3.9%
Note: After Admission statistics assume 75.4% of Old Notes convert to equity in the Exchange Offer.
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NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES: |
N/A
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(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)
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EXPECTED ADMISSION DATE: |
2 August 2011
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NAME AND ADDRESS OF NOMINATED ADVISER: |
Strand Hanson Limited 26 Mount Row London W1K 3SQ
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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
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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):
Strand Hanson Limited 26 Mount Row London W1K 3SQ
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DATE OF NOTIFICATION: |
19 July 2011
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NEW/ UPDATE: |
NEW |