11 Dec 2014 08:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS. NOTHING IN THIS ANNOUNCEMENT SHALL CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS, AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR ANY SECURITIES REFERRED TO HEREIN NOR SHOULD IT FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY CONTRACT OR COMMITMENT WHATSOEVER.
11 December 2014
RUSPETRO PLC
("Ruspetro" or the "Company")
Admission, Completion of the Restructuring and Total Voting Rights
Further to the announcement on 14 November 2014 of the Restructuring and the announcement on 5 December 2014 concerning the results of the General Meeting and Shareholder approval of the Restructuring, Ruspetro announces the Completion of the Restructuring.
The Admission of the New Ordinary Shares and Completion of the Restructuring will occur simultaneously at 8.00 a.m. this morning.
Upon Admission, 536,310,294 New Ordinary Shares will be admitted to listing on the premium segment of the Official List of the UK Listing Authority and to trading on the London Stock Exchange's main market for listed securities.
Following the Admission, the Company's issued share capital will consist of 869,691,774 Ordinary Shares. The Company does not hold any Ordinary Shares in Treasury. Therefore, as at 11 December 2014, the total number of voting rights in the Company is 869,691,774. Shareholders may use this figure 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, the share capital of the Company under the FCA's Disclosure and Transparency Rules ("DTR"). This disclosure is in conformity with DTR5.6.1A.
Capitalised terms used in this announcement shall have the meanings as set out in the Prospectus published on 17 November 2014.
John Conlin, Chief Executive Officer of Ruspetro plc, commented:
"The Restructuring provides up to US$190 million of new capital to invest in our business, with US$95 million available immediately. Equally important, the Company's gearing has been substantially reduced, with our net assets increasing by approximately US$250 million on completion.
We are delighted to bring this complex transaction to a conclusion and look forward to working with our new partners."
For further information please visit www.ruspetro.com.
Enquiries:
Investors / Analyst enquiries
Dominic Manley, Ruspetro
+44 20 7887 7624
Twitter: @ruspetroplc
Media enquiries
Ben Brewerton / George Parker - FTI Consulting
+44 20 3727 1000
Disclaimer
This announcement is not intended to and does not constitute or form part of any offer to sell or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the proposals set out herein or otherwise, nor shall it (or the fact of its distribution) form the basis of, or be relied on in connection with, any contract therefor or be considered a recommendation that any investor should subscribe for or purchase or invest in any securities.
The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933 as amended (the "Securities Act") or under any U.S. state securities laws and may not be offered or sold within the United States unless any such securities are registered under the Securities Act or an exemption from the registration requirements of the Securities Act and any applicable state laws is available.
Strand Hanson Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority (the "FCA") has been appointed as Sponsor to Ruspetro in connection with the Restructuring. Strand Hanson Limited will not be responsible to anyone other than Ruspetro for providing the protections afforded to clients of Strand Hanson Limited nor for providing advice in relation to the Restructuring, the content of this announcement or any matter referred to herein.
Mirabaud Securities LLP, which is authorised and regulated in the United Kingdom by the FCA, has been appointed as broker to Ruspetro in connection with the Restructuring. Mirabaud Securities LLP is acting exclusively for Ruspetro and for no one else in connection with the Restructuring and will not be responsible to anyone other than Ruspetro for providing the protections afforded to clients of Mirabaud Securities LLPnor for providing advice in relation to the Restructuring, the content of this announcement or any matter referred to herein.