23 Sep 2013 11:20
23 September 2013 For immediate release
NEITHER THIS ANNOUNCEMENT NOR ANY PART OF IT CONSTITUTES AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE OR ACQUIRE ANY PLACING SHARES IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO
InfraStrata PLC
("InfraStrata" or the "Company")
Placing of 8,000,000 New Ordinary Shares at 10 pence to raise £800,000
InfraStrata plc (AIM: INFA), the independent petroleum exploration and gas storage company, is pleased to announce the placing of 8 million new ordinary shares in the Company ("New Ordinary Shares") at 10 pence per share ("Placing Price") to raise £800,000 before expenses (the "Placing").
Background to the Placing
Over the past five years, the Company has re-positioned its businesses, with an increasing focus on exploration and production as well as its traditional gas storage assets. Significant prospective resources have been identified within the Company's petroleum licences in County Antrim (Licence PL1/10) and offshore Dorset (Licence P1918). The Company is engaged in a busy multi-well drilling programme across its portfolio over the next 12 months. Funding is in place for the majority of the drilling activity, with any outstanding balance funded by way of farming out working interests in the licences where necessary.
Use of Proceeds
The proceeds of the Placing will improve the Company's balance sheet as it completes the above funding process and will enable the Company to secure a greater working interest in the forthcoming P1918 and PL1/10 wells. Any balance of the Placing proceeds will be used for contingency and general working capital purposes.
Placing details
Arden Partners plc ("Arden") has placed 8 million New Ordinary Shares on behalf of the Company with Institutional and other investors. The Placing is conditional, inter alia, upon Admission and will raise approximately £800,000, before expenses. The New Ordinary Shares have been placed at 10 pence per share which represents a discount of 15 per cent to the closing mid-market share price of the Company on 20 September 2013.
Following the Placing, the Company will have 99,491,599 ordinary shares in the Company ("Ordinary Shares") in issue. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in InfraStrata, under the Disclosure and Transparency Rules.
The New Ordinary Shares will represent approximately 8 per cent of the Company's enlarged share capital. Application will be made for the New Ordinary Shares to be admitted to AIM and admission of the shares is expected to be on 30 September 2013 ("Admission").
The New Ordinary Shares will, when issued, rank equally in all respects with the existing Ordinary Shares and will represent approximately 8 per cent of the enlarged issued share capital of the Company immediately following Admission.
The Placing is conditional, amongst other things, on Admission becoming effective and the placing agreement between the Company, the directors of the Company and Arden becoming unconditional and not being terminated, in accordance with its terms.
InfraStrata's CEO, Andrew Hindle, commented:
"We welcome the support of new Institutional and private investors for our exciting programme over the coming year. The proceeds will help provide flexibility to react in a timely manner to opportunities to secure value or mitigate risk as the drilling programme progresses."
For further information please contact:
InfraStrata plc
Andrew Hindle, Chief Executive Officer 020 8332 1200
Nominated Advisor and Broker - Arden Partners plc
Richard Day/ Katelin Kennish 020 7614 5917
Financial PR - Buchanan
Richard Darby/ Gabriella Clinkard/ Tom Hufton 020 7466 5000
This announcement is for information purposes only and does not constitute an offer to sell or an invitation to subscribe for or a solicitation of an offer to buy or subscribe for any securities in any jurisdiction including in which such an offer or solicitation is unlawful and is not for distribution in or into, without limitation, the United States, Canada, Australia or Japan (the "Excluded Territories"), or to US persons (within the meaning of Regulation S of the United States Securities Act 1933 (as amended) (the "Securities Act").
The New Ordinary Shares have not been and will not be registered under the Securities Act or under the applicable securities laws of any state in the United States or any other Excluded Territory and, unless an exemption under such act or laws is available, may not be offered for sale or subscription or sold or subscribed directly or indirectly within the Excluded Territories or for the account or benefit of any national, resident or citizen of the Excluded Territories. No public offering of securities will be made in the United States. The distribution of this announcement in other jurisdictions may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.
The distribution of this announcement and the Placing of the New Ordinary Shares as set out in this announcement in certain jurisdictions may be restricted by law. No action has been taken that would permit an offering of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about, and to observe, such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement is directed only at persons (i) having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) who are high net worth entities falling within Article 49(2)(a) to (d) of the Order, and other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). This announcement must not be acted or relied on in the United Kingdom by persons who are not relevant persons.
In member states of the European Economic Area, this announcement is only addressed to and directed at persons who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and including any relevant implementing measure in each Relevant Member State) (the "Prospectus Directive") ("Qualified Investors").
Arden Partners plc, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for InfraStrata and for no one else in connection with the Placing and will not be responsible to anyone other than InfraStrata for providing the protections afforded to clients of Arden Partners plc nor for providing advice in relation to the Placing or any other matters referred to in this announcement. 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 InfraStrata or Arden 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 therefor is expressly disclaimed.
This announcement contains certain statements that are or may be "forward-looking statements". These statements typically contain words such as "intends", "expects", "anticipates", "estimates" and words of similar import. All the statements other than statements of historical facts included in this announcement, including, without limitation, those regarding InfraStrata's financial position, business strategy, plans and objectives of management for future operations (including development plans and objectives relating to InfraStrata's products and services) are forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future and therefore undue reliance should not be placed on such forward-looking statements. There are a number of factors that could cause the actual results, performance or achievements of InfraStrata or those markets and economies to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding InfraStrata's present and future business strategies and the environment in which InfraStrata will operate in the future and such assumptions may or may not prove to be correct. Forward-looking statements speak only as at the date they are made. Neither InfraStrata, nor Arden Partners plc nor any other person undertakes any obligation (other than, in the case of InfraStrata, pursuant to the AIM Rules for Companies) to update publicly any of the information contained in this announcement, including any forward-looking statements, in the light of new information, change in circumstances or future events.
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. The price of ordinary shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the New Ordinary Shares.
The New Ordinary Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than AIM, a market of the London Stock Exchange plc.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.
Appendix 1 to this announcement sets out the warranties of the Placing.
Notes to Editors:
Background on InfraStrata plc
InfraStrata is an independent petroleum exploration and gas storage company. The Company is focused on two areas in the UK, in Dorset, England and Antrim, Northern Ireland.
Further information is available on the Company's website www.infrastrata.co.uk.
In accordance with the AIM Rules - Note for Mining and Oil and Gas Companies, the information contained in this announcement has been reviewed and signed off by the Chief Executive Officer of InfraStrata plc Andrew Hindle BSc, MSc, PhD, a Chartered Geologist with 28 years' experience, a Fellow of the Geological Society of London, and a member of the American Association of Petroleum Geologists and the Petroleum Exploration Society of Great Britain.
APPENDIX 1
WARRANTIES
You understand and accept that:
(a) the issue of Placing Shares to you (whether as principal, agent or nominee) will not be subject to stamp duty or stamp duty reserve tax at the increased rates referred to in sections 67 or 93 (Depositary Receipts) or sections 70 or 96 (Clearance Services) of the Finance Act 1986; and(b) the Placing Shares will be issued subject to the terms and conditions of the Placing Agreement and this announcement.You irrevocably represent, warrant and undertake to Arden Partners plc ("Arden") (on behalf of itself and as agent of the Company) that:
(a) you and/or each person on whose behalf you are participating (in whole or in part) in the Placing or to whom you allocate your Placing Shares in whole or in part:
(i) has the capacity and authority and is entitled to enter into and perform your/its obligations as a subscriber of the Placing Shares and will honour such obligations; and(ii) has fully observed all laws of relevant jurisdictions and obtained all necessary governmental or other consents in either case which may be required in relation to the subscription by you/it of the Placing Shares;(b) you are a person falling within one or more of the categories of persons set out in Article 19(5) and/or Article 49 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order") or a professional client (within the meaning of COBS 3.5.1 of the FCA Handbook) and you acknowledge and agree that this document is not being made available to persons other than those falling within such exemptions and you further acknowledge and agree that you are not authorised to pass this announcement to any other person;(c) you are a person whose ordinary activities involve you in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of your business or that you will acquire, hold, manage and dispose of the Placing Shares to be subscribed for by you for the purposes of your business;(d) in agreeing to subscribe for the Placing Shares you have not relied on and you are not relying on any information, representation or warranty relating to the Placing, the Placing Shares or the Company other than this announcement, the Announcement and publicly available information and you have not relied on and you are not relying on any representation or warranty of or agreement by Arden or any director, employee, partner or agent or any other person except as set out in the express terms of this announcement;(e) you have not relied on, and will not rely on, any information relating to the Company contained or which may be contained in any research reports prepared or which may be prepared by Arden or any of its affiliates; (ii) neither Arden nor any of its affiliates nor any person acting on behalf of any of such persons has or shall have any responsibility or liability for public information relating to the Company; (iii) neither Arden nor any of its affiliates nor any person acting on behalf of such persons has or shall have any responsibility or liability for any additional information that has otherwise been made available to you, whether at the date of publication of such information, the date of this announcement or otherwise; and that (iv) neither Arden nor any of its affiliates or any person acting on behalf of any of such persons makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of any such information referred to in (i) to (iii) of this paragraph, whether at the date of publication of such information, the date of this announcement or otherwise For these purposes affiliates has the meaning given in Rule 501(b) of Regulation D or Rule 405 under the Securities Act of 1933 of the United States as amended (the Securities Act);(f) in accepting your Placing Participation you are acting either as principal or a professional client (as defined in the FCA Handbook) and for no other person and that your acceptance of your Placing Participation will not give any other person a contractual right to require the issue by the Company of any of the Placing Shares;(g) you irrevocably confirm Arden's discretion with regard to the Placing Agreement and agree that Arden does not owe you any fiduciary or other duties in respect of the Placing;(h) you acknowledge and agree that the Placing Shares have not been and will not be registered under the United States Securities Act of 1933, as amended ("Securities Act") or under the securities laws of any State of the United States, or the District of Columbia that the relevant clearances have not been and will not be obtained from the Securities Commission of any province of Canada and that the Placing Shares have not been and will not be registered under the securities laws of Australia, the Republic of Ireland or Japan and, therefore, the Placing Shares may not be, subject to certain exceptions, directly or indirectly, offered or sold in the United States, Canada, Australia, the Republic of Ireland or Japan; (i) you are not a person who is resident in, or a citizen of, the United States, Canada, Australia, the Republic of Ireland or Japan (or an agent or nominee of such a person) or a corporation, partnership or other entity organised under the laws of any such jurisdiction (or an agent or nominee of such a person);(j) you acknowledge and agree that neither you nor any affiliate, nor any person acting on your or any affiliate's behalf, has or will offer, sell, take up, renounce, transfer or deliver, directly or indirectly, any Placing Shares within the United States, Canada, Australia, the Republic of Ireland or Japan or offer, sell, take up, renounce, transfer or deliver in favour of a resident of the United States, Canada, Australia, the Republic of Ireland or Japan;(k) you have not offered or sold and will not offer or sell any Placing Shares in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (either as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in offers of transferable securities to the public in the United Kingdom within the meaning of section 85(1) of the Financial Services and Markets Act 2000;(l) you acknowledge that you have complied with all relevant laws of all territories, or obtained all requisite governmental or other consents which may be required in connection with your participation in the Placing; that you have complied with all requisite formalities and that you have not taken any action or omitted to take any action which will or may result in Arden or the Company or any of their respective directors, officers, agents, employees or advisors acting in breach of the legal and regulatory requirements of any territory in connection with the Placing or your application and that you are not in a territory in which it is unlawful to make an offer to subscribe for Placing Shares or to reply to this announcement;(m) you acknowledge and agree in connection with your participation in the Placing that Arden is not acting for you in relation to the Placing or otherwise and that Arden will not have any duties or responsibilities to you for providing the protections afforded to its clients or for advising you with regard to the Placing or the Placing Shares;(n) you irrevocably appoint any director of Arden as your agent for the purpose of executing and delivering to the Company and/or its registrars any documents on your behalf necessary to enable you to be registered as the holder of any of the Placing Shares offered to you in this announcement;(o) you confirm that you have obtained all necessary consents and authorities to enable you to give your commitment to subscribe for Placing Shares and to perform your obligations under this announcement;(p) you are not a person falling within subsections (6), (7) or (8) of sections 67 or 70 or subsections (2) and (3) of section 93 or subsection (1) of section 96 of the Finance Act 1986 (or an agent or nominee of such person); (q) you have complied with the Money Laundering Regulations 2007 ("Regulations") and your obligations in connection with money laundering under the Proceeds of Crime Act 2002 (as amended) and the Anti-Terrorism, Crime and Security Act 2001 and, if you are making payment on behalf of a third party, you have obtained and recorded satisfactory evidence to verify the identity of the third party as required by the Regulations; (r) the Company, Arden and others will rely upon my representations, warranties, undertakings, agreements and acknowledgements set out in this announcement, and you agree to notify the Company and Arden promptly in writing if any of your representations, warranties, undertakings or acknowledgements ceases to be accurate and complete; and(s) if you fail to follow the guidelines for matching criteria or to ensure you have a sufficient "debit cap" within CREST so as to allow settlement in accordance with Appendix 2, you acknowledge and agree to pay interest at a rate equal to 2 per cent per annum above base rate as determined by Arden (and accruing on a daily basis) if settlement is consequently delayed.