Predator Oil Regulatory News (PRD)

20 Sep 2007 07:01

Prodesse Investment Limited20 September 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, ORINTO, THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN This announcement is an advertisement and not a prospectus and investors shouldnot subscribe for or purchase any shares referred to in this announcement excepton the basis of information in the prospectus to be published by the Company indue course in connection with the admission of new ordinary shares in thecapital of the Company which are the subject of the Offering to the OfficialList of the Financial Services Authority and to trading on London Stock Exchangeplc's Domestic Market and the Official List of the Channel Islands StockExchange, LBG (the "Prospectus"). Copies of the Prospectus will be availablefrom the Company's registered office following publication. Prodesse Investment Limited ("Prodesse" or the "Company") announces a proposedOffering of new ordinary shares to raise approximately £50 million Prodesse Investment Limited (LSE: PRD) announces its intention to raise grossproceeds of approximately £50 million through an issue (the "Offering") of newordinary shares (the "New Shares") in the Company to institutional investors.Shares will be issued in pounds sterling, with the net proceeds converted todollars shortly after completion of the Offering. The offer price per New Shareand the number of New Shares to be issued will be announced and a PricingStatement published, following an institutional bookbuilding process, which isexpected to be completed on or around 3 October 2007. Unconditional dealings inthe New Shares are expected to commence on or around 9 October 2007. Assuming the Offering raises £50 million, and based on the closing price of 455pper share on 19 September 2007 (as derived from the daily official list ofLondon Stock Exchange plc) the number of New Shares that would be issued wouldrepresent approximately 28 per cent. of the Company's enlarged ordinary sharecapital immediately after admission of the New Shares to the Official List ofthe Financial Services Authority and to trading on London Stock Exchange plc'sDomestic Market and the Official List of the Channel Islands Stock Exchange,LBG. The Company will grant an over-allotment option to Merrill LynchInternational as stabilising manager to acquire additional New Sharesrepresenting up to 15 per cent. of the Offering at the offer price. If theover-allotment option is exercised, the New Shares issued in the Offering wouldrepresent approximately 31 per cent. of Prodesse's enlarged ordinary sharecapital. Prodesse has declared an interim dividend today reflecting performance to date,based upon management accounts and broadly in line with the Company's statedpayout policy, of US$0.16 per share payable on 15 November 2007 to holders onthe register on 28 September 2007. Subscribers in the Offering will not receivethis dividend and therefore existing shareholders of Prodesse will not sufferany dilution in the dividend per share as a result of the Offering. Prodesse will receive the net proceeds of the issue, which it intends to use toundertake further investments in US Agency residential mortgage-backedsecurities in accordance with its investment policy. Merrill Lynch International has been appointed as sole global co-ordinator, solebookrunner and sponsor in respect of the Offering. Landsbanki Securities (UK)Limited and Daniel Stewart & Company plc have been appointed as co-lead managersin respect of the Offering. Commenting on the Offering, John Hallam, Prodesse's Chairman, said: "Although on the whole credit market conditions have been challenging, I ampleased that the investment strategy of Prodesse - which avoids credit risk anduses relatively low levels of gearing - has enabled us to continue our strongperformance in 2007. Our interim dividend, declared today, is unchanged from theprior quarter, which equates to a current annualised dividend yield of 7.0%(based on a USD/GBP spot exchange rate of 2.0008 and the closing share price on19 September 2007) versus 2.97% for the FTSE All Share Index (as at 18 September2007). We believe that the present movement in rates which has given rise to asteepening yield curve favours the strategy employed by Prodesse. This fundraising will enable us to take further advantage of this environment." For further information please contact: Financial Dynamics Rob Bailhache / Nick Henderson, +44 (0) 20 7269 7200 / +44 (0) 20 7269 7114 Merrill Lynch International Andrew Tusa / Arif Vohra, +44 (0) 20 7996 1000 Landsbanki Securities (UK) Limited Ben Money-Coutts / Chris Madderson, +44 (0) 20 7426 9000 Daniel Stewart & Company plc Chloe Ponsonby, +44 (0) 20 7776 6550 This announcement has been issued by Prodesse Investment Limited and is the soleresponsibility of Prodesse Investment Limited. This announcement does not constitute or form part of any offer for sale orsubscription of, or any solicitation of any offer to purchase or subscribe for,ordinary shares ("Ordinary Shares") in the capital of the Company in anyjurisdiction. The offer to subscribe for New Shares pursuant to the proposedOffering will be made solely on the basis of information that will be containedin a prospectus to be published in connection with the proposed Offering. Theprospectus will contain certain detailed information about the Company and itsmanagement, as well as financial statements and other financial data. The priceand value of, and income from, shares may go down as well as up. Thisannouncement does not constitute a recommendation concerning the proposedOffering. Persons needing advice should consult an independent financial adviserwho specializes in advising on the acquisition of shares and other securities.Past performance is not a guide to future performance. The Offering is only being made available in the UK and elsewhere outside theUS, to institutional investors and certain sophisticated investors in relianceon Regulation S. The distribution of this announcement and the prospectus and the offer of NewShares in certain jurisdictions may be restricted by law and, therefore, personsinto whose possession this announcement and the prospectus comes should informthemselves about, and observe any such restrictions. Any failure to comply withthese restrictions may constitute a violation of the securities laws of any suchjurisdiction. No action has been or will be taken in any jurisdiction other thanthe United Kingdom, Ireland or Luxembourg, that would permit a public offeringof the New Shares or possession or distribution of this prospectus or any otheroffering material in any country or jurisdiction where action for that purposeis required. Accordingly, the New Shares may not be offered or sold, directly orindirectly, and neither of this announcement or the prospectus nor any otheroffering material or advertisement in connection with the New Shares may bedistributed or published in or from any country or jurisdiction except undercircumstances that will result in compliance with any and all applicable rulesand regulations of any such country or jurisdiction. This announcement is not for release, publication or distribution, directly orindirectly, in whole or in part, in or into the United States (including itsterritories and possessions, any state of the United States and the District ofColumbia), Australia, Canada, South Africa or Japan. This announcement is not anoffer of securities for sale into the United States or in any jurisdiction inwhich such an offer or solicitation is unlawful. Ordinary Shares have not beenand will not be registered under the US Securities Act of 1933 as amended (the"Securities Act"), or under any relevant securities laws of any state or otherjurisdiction of the United States and may not be offered, directly orindirectly, in the United States, absent registration or an applicable exemptionfrom the registration requirements of the Securities Act and in compliance withstate securities laws. There will be no public offer of Ordinary Shares in theUnited States and there will be no offering of Ordinary Shares in or intoAustralia, Canada, South Africa or Japan or in any country, territory orpossession where to do so may contravene local securities laws or regulations. In relation to each member state of the European Economic Area that hasimplemented Directive 2003/71/EC (the "Prospectus Directive") (each, a "RelevantMember State"), with effect from and including the date on which the ProspectusDirective is implemented in that Relevant Member State (the "RelevantImplementation Date"), an offer to the public of Ordinary Shares may not be madeto the public in that Relevant Member State prior to the publication of aprospectus in relation to the shares that has been approved in that RelevantMember State or has been approved in another Relevant Member State and notifiedto the competent authority in that Relevant Member State, all in accordance withthe Prospectus Directive, except that, with effect from and including theRelevant Implementation Date, an offer of securities may be made to the publicin that Relevant Member State at any time under the following exemptions underthe Prospectus Directive, if they have been implemented in that Relevant MemberState: (a) to any legal entity that is authorised or regulated to operate in thefinancial markets or, if not so authorised or regulated, whose corporate purposeis solely to invest in securities; or (b) to any legal entity that has two or more of (1) an average of at least 250employees during the last financial year; (2) a total balance sheet of more than€43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown inits last annual or consolidated accounts; or (c) by the underwriters to fewer than 100 natural or legal persons (other thanqualified investors as defined in the Prospectus Directive); or (d) in any other circumstances that do not require the publication of aprospectus pursuant to Article 3 of the Prospectus Directive. This announcement includes statements that are, or may be deemed to be,"forward-looking statements". By their nature, forward-looking statementsinvolve risks and uncertainties because they relate to events and depend oncircumstances that may or may not occur in the future. Forward-lookingstatements are not guarantees of future performance. The Company's actualresults of operations, financial condition, liquidity, dividend policy and thedevelopment of the industries in which it operates may differ materially fromthe impression created by the forward-looking statements contained in thisannouncement. These forward-looking statements speak only as of the date of thisdocument. Subject to any continuing obligations under the Listing Rules or theDisclosure Rules or other obligation the Company undertakes no obligation topublicly update or review any forward-looking statement contained in thisdocument, whether as a result of new information, future developments orotherwise. No statement in this announcement is intended as a profit estimate or forecast. In connection with the Offering, Merrill Lynch International, as stabilisingmanager, or any of its agents, may (but will be under no obligation to), to theextent permitted by applicable law, over-allot and effect other transactionswith a view to supporting the market price of the Ordinary Shares at a levelhigher than that which might otherwise prevail in the open market. Merrill LynchInternational is not required to enter into such transactions and suchtransactions may be effected on any stock market, over the-counter market orotherwise. Such stabilising measures, if commenced, may be discontinued at anytime and may only be taken during the period beginning on the date of thePricing Statement and ending 30 days thereafter. For the purposes of allowing Merrill Lynch International to cover shortpositions resulting from any such over allotments and/or from sales of OrdinaryShares effected by it during the stabilising period, the Company has granted itan option (the "Over Allotment Option") pursuant to which Merrill LynchInternational may require the Company to issue additional New Shares up to amaximum of 15 per cent. of the total number of New Shares comprised in theOffering at the offer price per New Share. The Over Allotment Option isexercisable in whole or in part, upon notice by Merrill Lynch International, for30 calendar days after the date of the Pricing Statement. Any New Shares issuedby the Company following exercise of the Over Allotment Option will be issued onthe same terms and conditions as the New Shares being issued in the Offering andwill form a single class for all purposes with the other Ordinary Shares in thecapital of the Company. Merrill Lynch International, Landsbanki Securities (UK) Limited and DanielStewart & Company plc are acting exclusively for the Company and no one else inconnection with the proposed Offering and will not regard any other person(whether or not a recipient of this announcement) as their respective clients inrelation to the Offering and will not be responsible to anyone other than theCompany for providing the protections afforded to their respective clients orfor providing advice in relation to the proposed Offering and/or any othermatter referred to in this announcement. Merrill Lynch International,Landsbanki Securities (UK) Limited and Daniel Stewart & Company plc make norepresentation as to the accuracy, completeness or verification of and take noresponsibility for the contents of this announcement, the prospectus, or anyother matters referred to herein. This information is provided by RNS The company news service from the London Stock Exchange