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31 Dec 2012 07:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN
31 December 2012
MADAGASCAR OIL LIMITED
("Madagascar Oil" or the "Company")
Posting of Circular
Madagascar Oil is pleased to announce that, further to its announcements of 18 December 2012 and 20 December 2012, a circular, containing a formal notice convening a Special General Meeting, to be held on 15 January 2013, to seek shareholder approval, as required in connection with the Financing Transaction (being to increase the Company's authorised share capital, disapply pre-emption rights and amend its Bye-Laws) was posted to Shareholders on Friday, 28 December 2012.
The circular and form of proxy (and a form of instruction for holders of depositary interests) are available to download from the Company's website http://www.madagascaroil.com.
As announced on 20 December 2012, it is now intended that, due to anticipated increased demand from Shareholders, Mirabaud Securities LLP is to increase the amount it is seeking to raise in the Placing from US$15 million (gross) to US$20 million (gross).
The Company is also pleased to confirm that it received the US$15 million proceeds, from the Bridge Loan, on 21 December 2012.
The effect of the conversion of the Convertible Preference Shares on Shareholders and the resultant holdings of the Benchmark Parties and Persistency, pursuant to the increase in the size of the Placing, are set out in the illustrative table below:
Maximum dilution basis** (Including US$20m (gross) Mirabaud fundraise) | On issue, assuming immediate conversion* | 3 years* | 10 years* |
New dilutive shares | 210,000,000 | 277,031,250 | 433,437,500 |
Resultant total shares in issue | 466,035,137 | 533,066,387 | 689,472,637 |
Dilution | 45.06% | 51.97% | 62.87% |
Resultant percentage shareholding: Benchmark Parties |
34.66% |
36.11% |
38.39% |
Persistency | 16.79% | 17.58% | 18.83% |
\* This assumes that all interest is paid in Common Shares and includes an arrangement fee of 4 per cent. payable, pro rata, to the Benchmark Parties and Persistency being settled via an issue of Common Shares at the Subscription Price and a proportion of commission fees being paid to Mirabaud in Common Shares. For illustrative purposes only, it has been assumed that all Convertible Preference Shares accrue interest for the full term with no time apportionment to reflect fixed interest payment dates, being every 6 months from the issue of the Tranche 1 Convertible Preference Shares and the actual date of the issue of the Tranche 2 Convertible Preference Shares . |
** This represents the potential dilution to all existing Shareholders, other than the Benchmark Parties and Persistency, assuming no participation by them in the Placing. |
All defined terms in this announcement have the meanings given to them in the announcement dated 18 December 2012.
Contact Information:
Madagascar Oil Limited Andrew Morris, Non Executive Chairman Paul Ellis, Chief Executive Officer
| +1 713 357 4820 |
Strand Hanson Limited Stuart Faulkner Angela Hallett David Altberg
| +44 (0)20 7409 3494 |
Mirabaud Securities LLP Rory Scott
| +44 (0)207 878 3360 |
Pelham Bell Pottinger Mark Antelme Henry Lerwill | +44 (0)20 7861 3232
|
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