18 Jul 2008 07:00
Not for release, publication or distribution in or into the United States, Australia, Canada, the Republic of South Africa or Japan. This announcement is not an offer for sale of securities in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. The issuer of the shares has not registered, and does not intend to register, any portion of the offering in the United States and does not intend to conduct a public offering of its securities in the United States.
Certain definitions apply throughout this announcement and your attention is drawn to Appendix 2 to this announcement where such definitions are set out in full.
PetroNeft Resources plc
("PetroNeft" or the "Company")
Placing of New Ordinary Shares
Highlights
US$ 17.3 million fund raising.
Funds will be used to part finance pipeline construction, field development (well and facilities), exploration activities and general corporate overheads.
PetroNeft Resources plc, 100% owner of Stimul-T, the sole owner and operator of Licence 61, Tomsk Oblast, Russian Federation, is pleased to announce that it has agreed the terms of a conditional placing of 34,527,141 new Ordinary Shares at Stg£0.25 (€0.32) per Ordinary Share (the "Placing Shares"), raising gross proceeds of approximately US$17.3 million ("the Placing").
Use of Funds
The funds will be used in combination with the recently announced US$80 million Standard Bank debt facility to develop PetroNeft's portfolio of 4 proven oil fields and exploration assets contained within Licence 61, Tomsk Oblast, Russia.
Procurement of pipe will begin immediately for the construction of a pipeline in winter 2008/2009 that will allow PetroNeft to monetise its 4 proven oil fields, by moving into production during the second half of 2009.
Current projections for the first two fields, Lineynoye and West Lineynoye, estimate initial production rates of 4,000 barrels of oil per day in 2009, rising to 14,000 barrels of oil per day in 2012.
In addition, the funds will be used to manage field development issues, infrastructure and development costs, ongoing business development and finally general corporate overheads.
The Placing is being executed in two tranches and has been arranged by Davy and KBC Peel Hunt. Under the terms of the Placing Agreement, Davy and KBC Peel Hunt, as agent for PetroNeft, have agreed conditionally to use their reasonable endeavours to procure subscribers for the Placing Shares at Stg£0.25 (€0.32) per Ordinary Share. The first tranche of the Placing consists of a conditional placing of 19,202,239 Ordinary Shares (the "'First Tranche Placing Shares") which is conditional, inter alia, on admission of such Ordinary Shares to trading on the AIM Market of the London Stock Exchange ("AIM") and the IEX Market of the Irish Stock Exchange ("IEX"). The second tranche of the Placing consists of a conditional placing of 15,324,902 Ordinary Shares which is conditional, inter alia, on admission of such Ordinary Shares to trading on AIM and IEX and upon receiving shareholder approval to complete the Second Tranche Placing at an extraordinary general meeting of the Company ("EGM"). A circular to convene such an EGM will be sent to shareholders shortly.
The terms and conditions of the Placing are set out at Appendix 1 to this announcement. The Placing is not being underwritten.
Application will be made to London Stock Exchange plc and the Irish Stock Exchange for 19,202,239 Ordinary Shares or the First Tranche Placing Shares to be admitted to trading on AIM and IEX, with Admission of the First Tranche Placing Shares expected on 22 July 2008. Application will also be made for the Admission of the Second Tranche Placing Shares to trading on AIM and IEX, with admission of the Second Tranche Placing Shares expected on 15 August 2008, subject to the approval of the Second Tranche by the Company's shareholders at the EGM. The Placing Shares will, when issued, rank pari passu in all respects with the Existing Ordinary Shares including the right to receive dividends and other distributions declared following Admission.
Dennis Francis, Chief Executive Officer of PetroNeft Resources plc commented:
"This marks another major step in PetroNeft's development. Two successful drilling seasons have thus far proved up 4 oil fields and enhanced our understanding of the very significant potential within Licence 61. This progress, and the West Korchegskaya exploration well which spudded last week, means that we are now successfully putting the pieces together to reach first commercial oil production in the second half of 2009.
PetroNeft's ability to source both equity and debt funding in challenging market conditions shows not only the quality of Licence 61, but also the capital markets' confidence in our ability to continue to deliver solid operational progress and exploration success throughout our business.
The commencement of production will represent a major milestone for PetroNeft and an excellent base from which to build a long term Russian oil and gas business."
For further information, contact:
Dennis Francis, CEO, PetroNeft Resources plc,
+1 713 988 2500
Paul Dowling, CFO, PetroNeft Resources plc
+353 1 4433720
Desmond Burke, Director Investor Relations, PetroNeft Resources plc
+353 52 53226
John Frain/Brian Garrahy, Davy
+353 1 679 6363
Jonathan Marren/Matt Goode, KBC Peel Hunt
+44 207 418 8900
Nick Elwes/Paddy Blewer, College Hill
+44 207 457 2020
Forward Looking Statements
This announcement contains forward-looking statements. These statements relate to the Company's future prospects, developments and business strategies. Forward-looking statements are identified by their use of terms and phrases such as 'believe', 'could', 'envisage', 'potential', 'estimate', 'expect', 'may', 'will' or the negative of those, variations or comparable expressions, including references to assumptions.
The forward-looking statements in this announcement are based on current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements. These forward-looking statements speak only as at the date of this announcement.
APPENDIX 1
TERMS AND CONDITIONS OF THE PLACING
For Invited Placees only - Important Information
Eligible participants
This Appendix, including the terms and conditions of the Placing set out below, is directed only "qualified investors" within the meaning of section 86(1)(a) of the Financial Services and Markets Act 2000 of the United Kingdom, if you are resident in the United Kingdom; or as defined in Regulation 2(1) of the Prospectus (Directive 2003/71/EC) Regulations 2005 of Ireland or (ii) certain other persons with whom Davy or KBC Peel Hunt has communicated previously in relation to the Placing.
In this Appendix "you" or "Placee" means any person who is or becomes committed to subscribe for Placing Shares under the Placing.
Members of the public are not eligible to take part in the Placing.
Overseas jurisdictions
The distribution of this announcement and the Placing and/or issue of ordinary shares pursuant to the Placing in certain jurisdictions may be restricted by law. Qualified Investors who seek to participate in the Placing must inform themselves about and observe any such restrictions. In particular, this announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe for Ordinary Shares in the United States, Canada, Japan or Australia or in any other jurisdiction in which such offer or solicitation is or would be unlawful. The Placing Shares have not been and will not be registered under the US Securities Act or under the securities laws of any State or other jurisdiction of the United States, and, subject to certain exceptions, may not be offered or sold, resold or delivered, directly or indirectly in or into the United States, or to, or for the account or benefit of, any US persons (as defined in Regulation S under the US Securities Act). No public offering of the Placing Shares is being made in the United States. No money, securities or other consideration from any person inside the United States is being solicited pursuant to this announcement or the Placing.
Placing
Davy and KBC Peel Hunt are arranging the Placing as agent for and on behalf of the Company. Davy and KBC Peel Hunt will determine in their absolute discretion the extent of each Placee's participation in the Placing, which will not necessarily be the same for each Placee. No commissions will be paid to or by Placees in respect of their agreement to subscribe for any Placing Shares.
Each Placee will be required to pay to Davy or KBC Peel Hunt, on the Company's behalf, the Placing Price as the subscription sum for each Placing Share agreed to be subscribed by it under the Placing in accordance with the terms set out in this Appendix. Each Placee's obligation to subscribe and pay for Placing Shares under the Placing will be owed to each of the Company, Davy and KBC Peel Hunt. Each Placee will be deemed to have read this announcement in its entirety. To the fullest extent permitted by law and applicable FSA rules, neither Davy or KBC Peel Hunt nor any other Davy Person or KBC Person shall have any liability to Placees or to any person other than the Company in respect of the Placing.
Participation and settlement
Participation in the Placing is only available to persons who are invited to participate in it by Davy or KBC Peel Hunt.
A Placee's commitment to subscribe for a fixed number of Placing Shares under the Placing will be agreed orally with Davy or KBC Peel Hunt. Such agreement will constitute a legally binding commitment on your part to subscribe for that number of Placing Shares at the Placing Price on the terms and conditions set out or referred to in this Appendix and subject to the Company's memorandum and articles of association. After such agreement is entered into a written confirmation will be dispatched to you by Davy or KBC Peel Hunt confirming the number of Placing Shares that you have agreed to subscribe, the aggregate amount you will be required to pay for those Placing Shares and settlement instructions. It is expected that such written confirmations will be despatched on the date of this announcement, that the "trade date" for settlement purposes, for both the First Tranche Placing Shares and the Second Tranche Placing Shares, will be 17 July 2008 and that the "settlement date" for the First Tranche Placing Shares will be 22 July 2008 and 15 August 2008 for the Second Tranche Shares.
A settlement instruction form will accompany each written confirmation and, on receipt, should be completed and returned as appropriate to Nuala McCormack at Davy by fax at +353 1 679 64 28 or Jamie Reynolds at KBC Peel Hunt by fax on +4420 7972 0112 by 10.00 a.m. on 18 July 2008.
Settlement of transactions in the Placing Shares (SEDOL code: B0Q82B2 and ISIN code: IE00B0Q82B24) will take place within the CREST system, subject to certain exceptions, on a "delivery versus payment" (or "DVP") basis. Davy placees should settle against CREST ID 189 and KBC Peel Hunt placees should settle against CREST ID: 546. Davy and KBC Peel Hunt reserve the right to require settlement for and delivery of any Placing Shares to any Placees by such other means that it deems appropriate if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this announcement or would not be consistent with the regulatory requirements in any Placee's jurisdiction.
If your Placing Shares are to be delivered to a custodian or settlement agent, you should ensure that the written confirmation is copied and delivered immediately to the appropriate person within that organisation.
No prospectus
No prospectus has been or will be submitted for approval by the Financial Regulator or the FSA in relation to the Placing or the Placing Shares. Placees' commitments in respect of Placing Shares will be made solely on the basis of the information contained in this announcement and on the terms contained in it.
Placing Shares
The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with Existing Ordinary Shares.
The Placing is being executed in two tranches. The first tranche of the Placing consists of a conditional placing of 19,202,239 Ordinary Shares (the "First Tranche Placing Shares") which is conditional, inter alia, on admission of such Ordinary Shares to trading on the AIM and IEX. The second tranche of the Placing consists of a conditional placing of 15,324,902 Ordinary Shares (the "Second Tranche Placing Shares") which is conditional on admission of such Ordinary Shares to trading on AIM and IEX and upon receiving shareholder approval to complete the Second Tranche Placing at an extraordinary general meeting ('EGM'). A circular to convene such an EGM will be sent to shareholders shortly.
Application will be made for the admission of the First Tranche Placing Shares to trading on the AIM and IEX. It is expected that Admission of the First Tranche Placing Shares will take place, and dealings in the First Tranche Placing Shares will commence, on 22 July 2008.
Application will be made for the admission of the Second Tranche Placing Shares to trading on the AIM Market of the London Stock Exchange and the IEX Market or the Irish Stock Exchange. It is expected that Admission of the Second Tranche Placing Shares will take place, and dealings in the Second Tranche Placing Shares will commence, on 15 August 2008, subject to the approval of the Second Tranche by the Shareholders of the Company at the EGM.
Placing Agreement
Davy and KBC Peel Hunt have today entered into the Placing Agreement with the Company under which Davy and KBC Peel Hunt have, on the terms and subject to the conditions set out in the Placing Agreement, agreed to use their reasonable endeavours as agents of the Company to procure subscribers for Placing Shares at the Placing Price.
Placing conditions
The Placing is conditional on, inter alia, (a) the Placing Agreement not being terminated in accordance with its terms, (b) in respect of the placing of the First Tranche Placing Shares, Admission taking place not later than 8.00 a.m. on 22 July 2008 and in respect of the placing of the Second Tranche Placing Shares, Admission taking place not later than 8.00 am on 15 August 2008, and (c) the Placing Agreement becoming unconditional in all other respects.
Davy and KBC Peel Hunt reserve the right (with the agreement of the Company) to waive or extend the time and or date for the fulfilment of any of the conditions in the Placing Agreement to a time no later than 8.00 a.m. on 29 August 2008 ("the Long Stop Date").
If any condition in the Placing Agreement is not fulfilled or waived by Davy and KBC Peel Hunt by the relevant time, the Placing will lapse and your rights and obligations pursuant to the Placing shall cease and terminate at such time.
The Placing Agreement may be terminated by Davy or KBC Peel Hunt at any time prior to Admission in certain circumstances including, inter alia, following a material breach of the Placing Agreement by the Company or the occurrence of certain force majeure events. The exercise of any right of termination pursuant to the Placing Agreement, any waiver of any condition in the Placing Agreement and any decision by Davy or KBC Peel Hunt whether or not to extend the time for satisfaction of any condition in the Placing Agreement or otherwise in respect of the Placing shall be within Davy and KBC Peel Hunt's absolute discretion. Davy and KBC Peel Hunt shall have no liability to you in the event of any such termination, waiver or extension or in respect of any decision whether to exercise any such right of termination, waiver or extension.
Payment default
Your entitlement to receive any Placing Shares will be conditional on Davy or KBC Peel Hunt's receipt of payment (as applicable) by the relevant time to be stated in the written confirmation referred to above, or by such later time and date as Davy or KBC Peel Hunt (as applicable)may in their absolute discretion determine. Davy or KBC Peel Hunt (as applicable)may, in their absolute discretion, waive such condition, and shall not be liable to you in the event of it deciding whether to waive or not to waive such condition.
If you fail to make such payment by the required time for any Placing Shares (1) the Company may release itself (if it decides, at its absolute discretion, to do so) and will be released from all obligations it may have to allot and/or issue any such Placing Shares to you or at your direction which are then unallotted and/or unissued, (2) the Company may exercise all rights of lien, forfeiture and set-off over and in respect of any such Placing Shares to the fullest extent permitted under its articles of association or otherwise by law and to the extent that you then have any interest in or rights in respect of any such shares, (3) the Company or, as applicable, Davy and KBC Peel Hunt may sell (and each of them is irrevocably authorised by you to do so) all or any of such shares on your behalf and then retain from the proceeds, for the account and benefit of the Company or, as applicable, Davy and KBC Peel Hunt (i) any amount up to the total amount due to it as, or in respect of, subscription monies, or as interest on such monies, for any Placing Shares, (ii) any amount required to cover any stamp duty or stamp duty reserve tax (or similar liability) arising on the sale, and (iii) any amount required to cover dealing costs and/or commissions necessarily or reasonably incurred by it in respect of such sale, and (4) you shall remain liable to the Company and to Davy or KBC Peel Hunt, as applicable for the full amount of any losses and of any costs which they may suffer or incur as a result of (i) not receiving payment in full for such Placing Shares by the required time, and/or (ii) the sale of any such Placing Shares to any other person at whatever price and on whatever terms are actually obtained for such sale by or for it. Interest may be charged in respect of payments not received by Davy or KBC Peel Hunt, as applicable, for value by the required time referred to above at the rate of two percentage points above the base rate of Barclays Bank plc.
Placees' warranties and undertakings to the Company, Davy and KBC Peel Hunt
By agreeing with Davy and KBC Peel Hunt to subscribe for Placing Shares under the Placing you will irrevocably acknowledge and confirm and warrant and undertake to, and agree with, each of the Company, Davy and KBC Peel Hunt, in each case as a fundamental term of your application for Placing Shares and of the Company's obligation to allot and/or issue any Placing Shares to you or at your direction, that:
(a) you agree to and accept all the terms and conditions set out in this announcement;
(b) your rights and obligations in respect of the Placing will terminate only in the circumstances described in this announcement and will not be capable of rescission or termination by you in any circumstances;
(c) this announcement, which has been issued by the Company, is the sole responsibility of the Company;
(d) you have not been, and will not be, given any warranty or representation in relation to the Placing Shares or to the Company or to any other member of its Group in connection with the Placing, other than by the Company as included in this announcement or to the effect that the Company is not now in breach of its obligations under the London Stock's Exchange's AIM Rules for Companies and Irish Stock Exchange's IEX Rules for Companies to disclose publicly in the correct manner all such information as is required to be so disclosed by the Company;
(e) you have not relied on any representation or warranty in reaching your decision to subscribe for Placing Shares under the Placing, save as given or made by the Company as referred to in the previous paragraph;
(f) you are not a customer of Davy or KBC Peel Hunt in relation to the Placing and Davy and KBC Peel Hunt are not acting for you in connection with the Placing and will not be responsible to you in respect of the Placing for providing protections afforded to its customers;
(g) you have not been, and will not be, given any warranty or representation by any Davy Persons or KBC Persons in relation to any Placing Shares or the Company or any other member of its Group;
(h) you will pay the full subscription amount as and when required in respect of all Placing Shares allocated to you in accordance with such terms and will do all things necessary on your part to ensure that payment for such shares and their delivery to you or at your direction is completed in accordance with the standing CREST instructions (or, where applicable, standing certificated settlement instructions) that you have in place with Davy or KBC Peel Hunt or put in place with Davy or KBC Peel Hunt with its agreement;
(i) you are entitled to subscribe for Placing Shares under the laws of all relevant jurisdictions which apply to you and you have complied, and will fully comply, with all such laws and/or regulations (including where applicable, the Criminal Justice Act 1994, the Anti-Terrorism, Crime and Security Act 2001, the Proceeds of Crime Act 2002, and the Money Laundering Regulations 2003) and have obtained all governmental, regulatory and/or other consents (if any) which may be required for the purpose of, or as a consequence of, such subscription, and you will provide promptly to Davy or KBC Peel Hunt, as applicable, such evidence, if any, as to the identity or location or legal status of any person which Davy or KBC Peel Hunt, as applicable, may request from you in connection with the Placing (for the purpose of its complying with such laws and/or regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by Davy or KBC Peel Hunt, as applicable, on the basis that any failure by you to do so may result in the number of Placing Shares that are to be allotted and/or issued to you or at your direction pursuant to the Placing being reduced to such number, or to nil, as Davy or KBC Peel Hunt, as applicable, may decide at its sole discretion;
(j) you have complied and will comply with all applicable provisions of FSMA with respect to anything done or to be done by you in relation to any Placing Shares in, from or otherwise involving the United Kingdom and you have not made or communicated or caused to be made or communicated, and you will not make or communicate or cause to be made or communicated, any "financial promotion" in relation to Placing Shares in contravention of section 21 of FSMA;
(k) you are a "Qualified Investor" within the meaning of section 86(1)(a) of the Financial Services and Markets Act, 2000 of the United Kingdom, if you are resident in the United Kingdom; or as defined in Regulation 2(1) of the Prospectus (Directive 2003/71/EC) Regulations 2005 of Ireland;
(l) you are acting as principal only in respect of the Placing or, if you are acting for any other person in respect of the Placing (1) you are duly authorised to do so, (2) you are and will remain liable to the Company and/or Davy and/or KBC Peel Hunt for the performance of all your obligations as a Placee in respect of the Placing (regardless of the fact that you are acting for another person), (3) you are both an "authorised person" for the purposes of FSMA and a "Qualified Investor" as defined at Article 2.1(e)(i) of Directive 2003/71/EC (known as the Prospectus Directive) acting as agent for such person, and (4) such person is either (i) Qualified Investor or (ii) a "client" (as defined in section 86(2) of FSMA) of yours that has engaged you to act as his agent on terms which enable you to make decisions concerning the Placing or any other offers of transferable securities on his behalf without reference to him;
(m) nothing has been done or will be done by you in relation to the Placing or to any Placing Shares that has resulted or will result in any person being required to publish a prospectus in relation to the Company or to any ordinary shares in accordance with the Irish Prospectus Rules, FSMA or the UK Prospectus Rules or in accordance with any other laws applicable in any part of the European Union or the European Economic Area;
(n) you are not, and are not acting in relation to the Placing as nominee or agent for, a person who is or may be liable to stamp duty or stamp duty reserve tax in respect of any agreement to acquire (or any acquisition of) shares or other securities at a rate in excess of 1% (including, without limitation, under sections 67, 70, 93 or 96 of the Finance Act 1986 concerning depositary receipts and clearance services), and the allocation, allotment, issue and/or delivery to you, or any person specified by you for registration as holder, of Placing Shares will not give rise to a liability under any such section;
(o) you will not treat any Placing Shares in any manner that would contravene any legislation applicable in any territory or jurisdiction and no aspect of your participation in the Placing will contravene any legislation applicable in any territory or jurisdiction in any respect or cause the Company, Davy or KBC Peel Hunt to contravene any such legislation in any respect;
(p) (applicable terms and expressions used in this paragraph have the meanings that they have in Regulation S made under the US Securities Act) (1) none of the Placing Shares has been or will be registered under the US Securities Act, (2) none of the Placing Shares may be offered, sold, taken up or delivered, directly or indirectly, into or within the United States except pursuant to an exemption from, or in transactions not subject to, the registration requirements of the US Securities Act, (3) (unless you will be subscribing Placing Shares with the express written agreement of the Company, Davy and KBC Peel Hunt pursuant to an exemption referred to above in this paragraph) you are not within the United States and you are not a US person, (4) you have not offered, sold or delivered and will not offer sell or deliver any of the Placing Shares to persons within the United States, directly or indirectly, (5) neither you, your affiliates, nor any persons acting on your behalf, have engaged or will engage in any directed selling efforts with respect to the Placing Shares, (6) you will not be subscribing Placing Shares with a view to resale in or into the United States, and (7) you will not distribute any offering material relating to Placing Shares, directly or indirectly, in or into the United States or to any persons resident in the United States;
(q) Davy or KBC Peel Hunt may (at their absolute discretion) satisfy their obligations to procure Placees by itself agreeing to become a Placee in respect of some or all of the Placing Shares or by nominating any other Davy or KBC Person or any person associated with any Davy or KBC Person to do so;
(r) time is of the essence as regards your obligations under this Appendix;
(s) this Appendix and any contract which may be entered into between you and Davy and/or KBC Peel Hunt and/or the Company pursuant to it or in connection with the Placing shall be governed by and construed in accordance with the laws of Ireland, for which purpose you submit to the exclusive jurisdiction of the courts of Ireland as regards any claim, dispute, or matter arising out of or relating to this Appendix or such contract, except that each of the Company, Davy and KBC Peel Hunt shall have the right to bring enforcement proceedings in respect of any judgment obtained against you in the courts of Ireland in the courts of any other relevant jurisdiction;
(t) each right or remedy of the Company, Davy or KBC Peel Hunt provided for in this Appendix is in addition to any other right or remedy which is available to such person and the exercise of any such right or remedy in whole or in part shall not preclude the subsequent exercise of any such right or remedy;
(u) any document that is to be sent to you in connection with the Placing will be sent at your risk and may be sent to you at any address provided by you to Davy or KBC Peel Hunt;
(v) nothing in this Appendix shall exclude any liability of any person for fraud on its part;
(w) all times and dates in this announcement are subject to amendment at the discretion of Davy or KBC Peel Hunt, except that in no circumstances will the date scheduled for Admission be later than the Long Stop Date; and
(x) none of your rights or obligations in respect of the Placing is conditional on any other person agreeing to subscribe any Placing Shares under the Placing and no failure by any other Placee to meet any of its obligations in respect of the Placing shall effect any of your obligations in respect of the Placing.
APPENDIX 2
Definitions
The following definitions apply throughout this announcement and Appendix 1 unless the context requires otherwise:
| "Admission" | the admission of the First Tranche Shares or as the context requires the Second Tranche Shares to trading on AIM and IEX, becoming effective in accordance with the AIM Rules and IEX Rules respectively; |
| "AIM" | AIM, a market operated by London Stock Exchange plc |
| "AIM Rules" | the current version of the London Stock Exchange plc's rules for companies relating to AIM, entitled "AIM Rules for Companies" |
| "Board" | the board of directors of the Company |
| "Company" or "PetroNeft" | PetroNeft Resources plc, a company registered in Ireland whose registered office is c/o O'Donnell Sweeney Eversheds, One Earlsfort Centre, Earlsfort Terrace, Dublin 2, Ireland |
| "CREST" | the system for paperless settlement of trades and holdings of uncertificated shares administered and operated by Euroclear UK & Ireland Limited |
| "Davy" | J&E Davy, trading as Davy; including its affiliate Davy Corporate Finance and any other affiliates, or any of its subsidiary undertakings |
| "Davy Person" | any person being (i) J&E Davy (trading as "Davy", (ii) its affiliate Davy Corporate Finance, (iii) any other affiliates, or any of its subsidiary undertakings, or (iv) a director, officer, agent or employee of any such person |
| "Directors" | the directors of the Company |
| "Existing Ordinary Shares" | the Ordinary Shares in issue on the date of this announcement |
| "Extraordinary General Meeting" or "EGM" | the extraordinary general meeting of the Company to be convened in order to, inter alia, approve the issue and allotment of the Second Tranche Placing Shares |
| "Financial Regulator" | the Irish Financial Services Regulatory Authority |
| "First Tranche" or "First Tranche Placing Shares" | 19,202,239 new Ordinary Shares issued by the Company as part of the Placing pursuant to existing allotment authorities, at a subscription price of Stg£0.25 (€0.32) each |
| "FSA" | the Financial Services Authority in the United Kingdom |
| "FSMA" | the Financial Services and Markets Act 2000 in the United Kingdom |
| "Group" | the Company and its subsidiaries |
| "IEX" | the Irish Enterprise Exchange, a market regulated by the Irish Stock Exchange |
| "IEX Rules" | the rules for IEX companies and their nominated advisers issued by the Irish Stock Exchange in relation to IEX traded securities |
| "Ireland" | the island of Ireland excluding Northern Ireland, and the word ''Irish'' shall be construed accordingly |
| "Irish Prospectus Rules" | Prospectus (Directive 2003/71/EC) Regulations 2005 of Ireland |
| "Irish Stock Exchange" | The Irish Stock Exchange Limited |
| "KBC Peel Hunt" | KBC Peel Hunt Ltd |
| "KBC Person" | any person being (i) KBC Peel Hunt, (ii) an undertaking which is a subsidiary undertaking of KBC Peel Hunt, (iii) a parent undertaking of KBC Peel Hunt or (other than KBC Peel Hunt) a subsidiary undertaking of any such parent undertaking, or (iv) a director, officer, agent or employee of any such person |
| "Long Stop Date" | 29 August 2008, as defined at Paragraph 8 of Appendix 1 |
| "Nominated Adviser" | a nominated adviser pursuant to the AIM Rules and IEX Rules |
| "Ordinary Shares" | ordinary shares of €0.01 each in the capital of the Company |
| "Placee" | any person who is or becomes committed to subscribe for Placing Shares under the Placing |
| "Placing" | the placing by Davy and KBC Peel Hunt of the Placing Shares pursuant to the Placing Agreement |
| "Placing Agreement" | the conditional agreement dated 17 July 2008 entered into between the Company, Davy and KBC Peel Hunt relating to the Placing |
| "Placing Price" | Stg£0.25 (€0.32) per Placing Share |
| "Placing Shares" | the First Tranche Placing Shares together with the Second Tranche Placing Shares, being, in aggregate, 34,527,141 new Ordinary Shares, to be allotted and issued by the Company pursuant to the Placing |
| " Qualified Investor" | a person who is a "Qualified Investor" as section 86(7) of FSMA and at or to whom any private communication relating to the Company that is a "financial promotion" (as such term is used in relation to FSMA) may lawfully be issued, directed or otherwise communicated without the need for it to be approved, made or directed by an "authorised person" as referred to in FSMA, or as defined in Regulation 2(1) of the Prospectus (Directive 2003/71/EC) Regulations 2005 of Ireland |
| "Second Tranche" or Second Tranche Placing Shares" | 15,324,902 Ordinary Shares, to be issued at a subscription price of Stg£0.25 (€0.32) each, conditional, inter alia, on Admission and Shareholder approval |
| "UK" or "United Kingdom" | the United Kingdom of Great Britain and Northern Ireland |
| "UK Prospectus Rules" | the prospectus rules made under Part VI of FSMA |
| "US" or "United States" | the United States of America, its territories and possessions, any State of the United States and the District of Columbia |
| "US Securities Act" | the US Securities Act of 1933 |