3 Jul 2008 07:12
3 July 2008
Details of the Placing
Regal Petroleum Plc ("Regal" or the "Company") announces today its intention to place approximately 8.4 million new Ordinary Shares (the "Placing Shares"), representing approximately 4.1 per cent of Regal's issued ordinary share capital immediately prior to the Placing, with both new and existing institutional investors.
The Placing is being conducted, subject to the satisfaction of certain conditions, through an accelerated book-building process to be carried out by Merrill Lynch International ("Merrill Lynch"). The timing of the closing of the books, pricing and allocations are at the discretion of Regal and Merrill Lynch. The number of Placing Shares and the price at which the Placing Shares are to be placed (the "Placing Price") will be agreed by Regal with Merrill Lynch at the close of the book-building process. Details of the number of Placing Shares and the Placing Price will be announced as soon as practicable after the close of the book-building process.
The Placing Shares will be, when issued, credited as fully paid and will rank pari passu in all respects with existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid on or in respect of such shares after the date of issue of the Placing Shares. The Placing will be made on a non-preemptive basis pursuant to the disapplication of section 89 of the Companies Act 1985 approved at the general meeting of the Company held on 19 February 2008. If all the Placing Shares are placed, it would represent an increase of approximately 4.1 per cent. of the current issued share capital of the Company, and the Placing Shares would represent approximately 4.0 per cent. of the enlarged issued share capital of the Company.
The Company will apply for admission of the Placing Shares to trading on AIM. It is expected that Admission will take place and that trading will commence on 8 July 2008.
The Placing is conditional upon, inter alia, Admission becoming effective. The Placing is also conditional on the Placing Agreement entered into between the Company and Merrill Lynch not being terminated.
The Appendix to this announcement (which forms part of this announcement) sets out the terms and conditions of the Placing.
Use of Proceeds
Since the last fund raising in January 2008, the Company now has the opportunity to accelerate the ongoing development of Regal's asset base. Proceeds are intended to be used primarily for three purposes. Firstly, to fund the up-front costs for mobilisation of the two new top-drive rigs in Ukraine that were contracted in May 2008 and that are due to arrive in Ukraine in the second half of 2008. Secondly, to secure up to two additional drilling rigs for Ukraine and thirdly to fund the 2D seismic programme and drilling of certain identified prospects in Q4 2008 adjacent to Regal's recent gas discovery in Romania.
Corporate Update
On 22 April 2008, the Company announced that it had received preliminary approaches with regard to a potential transaction in relation to its Ukrainian assets. The Company continues to have discussions with respect to various joint venture, farm-in or asset transactions. However, as stated in our recent annual results announcement on 24 June 2008, we continue to believe that it is in shareholders' best interests that our significant asset potential is developed by our own team.
Update on AIM Disciplinary Committee referral
On 24 January 2008 Regal announced that the London Stock Exchange had notified it that following an investigation, it intended referring to the AIM Disciplinary Committee certain alleged breaches by Regal of the AIM Rules for Companies in connection with notifications made by Regal during the period from June 2003 to June 2005 and indicated that the outcome of this matter would "not be known for a further six months at least".
Regal confirms that proceedings are still ongoing, and that the ultimate outcome is unlikely to be known for some time. Further updates will be made as appropriate.
Commenting on the proposed Placing, David Greer, Chief Executive Officer of Regal said:
"Regal's momentum is really gaining pace as we progress with the implementation of our field development in Ukraine. An additional rig should enable us to bring forward our drilling schedule. The Placing should also provide the means for early appraisal of our discoveries in Romania and Egypt with the hope of determining new reserves."
Contacts
| Regal Petroleum plc | +44 20 7408 9500 | |
| David Greer | Chief Executive Officer | |
| Merrill Lynch International | +44 20 7996 1000 | |
| Andrew Osborne | ||
| Oliver Holbourn | ||
| Strand Partners | +44 20 7409 3494 | |
| Simon Raggett | ||
| Rory Murphy |
General
Merrill Lynch, which is authorised and regulated by the FSA, is acting exclusively for the Company and no-one else in relation to the Placing and will not be responsible to any person other than the Company under the FSMA, the rules of the FSA or otherwise for providing the protections afforded to its clients or for any matter concerning the Placing or for providing advice in relation to the Placing or in relation to the contents of this announcement or any other transaction, arrangement or matter referred to herein. Merrill Lynch can be contacted at 2 King Edward Street, London, EC1A 1HQ.
Members of the public are not eligible to participate in the Placing. This announcement is for information purposes only and does not constitute an offer to issue or sell, or the solicitation of an offer to subscribe for or acquire, any securities to any person in any jurisdiction, including without limitation in the United Kingdom, the United States, Canada, Australia or Japan.
The distribution of this announcement and the Placing and/or issue of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or Merrill Lynch, or any of their respective Affiliates that would permit an offer of the Placing Shares or possession or distribution of this announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company and Merrill Lynch to inform themselves about and to observe any such restrictions.
This announcement is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration under the US Securities Act of 1933 (the "Securities Act") or an exemption therefrom. The Company has not registered and does not intend to register any of its Ordinary Shares under the Securities Act.
The securities to which this announcement relates may be illiquid and/or subject to restrictions on their resale. Prospective investors in the Placing Shares should conduct their own due diligence on the Placing Shares and the Company. Prospective investors who do not understand the contents of this announcement should consult an authorised financial adviser.
APPENDIX: TERMS AND CONDITIONS
Important information on the Placing for Placees, or proposed Placees, only
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE DIRECTED ONLY TO PERSONS WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE 'ORDER') OR ARE PERSONS FALLING WITHIN ARTICLE 49(1) ('HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC') OF THE ORDER OR TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED AND ARE PERSONS WHO FALL WITHIN PARAGRAPH (7) OF SECTION 86 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (THE 'FSMA') (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS 'RELEVANT PERSONS' AND INDIVIDUALLY AS A 'RELEVANT PERSON'). THIS ANNOUNCEMENT AND THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT AND THIS APPENDIX MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. THIS ANNOUNCEMENT AND THIS APPENDIX DOES NOT CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN REGAL PETROLEUM PLC. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND ABSENT REGISTRATION OR AN EXEMPTION THEREFROM MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES.
Persons who are invited to and who choose to participate in the Placing by making an oral offer to subscribe for Placing Shares, will be deemed to have read and understood this Announcement and this Appendix in its entirety and to be making such offer and participating on the terms and conditions contained in this Appendix, and to be providing the representations, warranties, agreements, acknowledgements and undertakings, in each case as contained in this Appendix.
In particular, each Placee represents, warrants and acknowledges that it:
1. is a Relevant Person; and
2. is outside the United States and is acquiring the Placing Shares in an 'offshore transaction' (within the meaning of Regulation S under the Securities Act).
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 Kingdom, Australia, Canada, Japan or the United States, or in any other jurisdiction in which such offer or solicitation is or may be unlawful and the information contained herein is not for publication or distribution to persons in Australia, Canada, Japan or the United States or any jurisdiction in which such publication or distribution is unlawful. Any failure to comply with these restrictions may constitute a violation of Australian, Canadian, Japanese or US securities laws. Persons receiving this Announcement (including, without limitation, custodians, nominees and trustees) must not distribute, mail or send it in, into or from the United States, or use the United States mails, directly or indirectly, in connection with the Placing, and by so doing may invalidate any related purported application for Placing Shares. The Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold, resold or delivered, directly or indirectly in or into the United States absent such registration or an exemption therefrom. No public offering of the Placing Shares is being made in the United States. The Placing Shares are being offered and sold outside the United States in reliance on Regulation S. Until the expiration of 40 days after the closing of the Placing, an offer or sale of the Placing Shares within the United States by a dealer, whether or not participating in the Placing, may violate the registration requirements of the Securities Act.
The distribution of this Announcement (including this Appendix) and the Placing and / or issue of Ordinary Shares in certain other jurisdictions may be restricted by law. No action has been taken by the Company or Merrill Lynch that would permit an offer of Ordinary Shares or possession or distribution of this Announcement (including this Appendix) or any other offering or publicity material relating to such Ordinary Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement (including this Appendix) comes are required by the Company or Merrill Lynch to inform themselves about and to observe any such restrictions.
Details of the Placing Agreement and the Placing Shares
Merrill Lynch has entered into the Placing Agreement with the Company, whereby Merrill Lynch has, on the terms and subject to the conditions set out therein, agreed to use their reasonable endeavours as agent for and on behalf of the Company to procure Placees for the Placing Shares at the Placing Price during the Bookbuilding.
The Placing Shares will be, when issued, credited as fully paid and will rank pari passu in all respects with the existing issued Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue of the Placing Shares.
Application for Admission
The Company will apply for admission of the Placing Shares to trading on AIM. It is expected that Admission will take place and that trading in the Placing Shares will commence on 8 July 2008.
Bookbuilding Process
Merrill Lynch is conducting an accelerated bookbuilding process to determine demand for participation in the Placing and the Placing Price. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Bookbuilding and the Placing. No commissions will be paid to Placees or by Placees in respect of their agreement to subscribe for any Placing Shares.
How to Participate in the Bookbuilding Process
An institution that is a Relevant Person and that wishes to participate in the Bookbuilding should communicate its bid by telephone to its usual sales contact at Merrill Lynch or to Oliver Holbourn at Merrill Lynch (020 7995 3700). If successful, an allocation will be confirmed orally following the close of the Bookbuilding, and a conditional contract note will be dispatched as soon as possible thereafter. Merrill Lynch's oral confirmation will constitute a legally binding commitment upon the Relevant Person to subscribe for the number of Placing Shares allocated to that Relevant Person at the Placing Price (as defined below) set out in the Pricing Announcement (as defined below) and otherwise on the terms and conditions set out in this Appendix and in accordance with the Company's memorandum and articles of association. Each Placee's obligations will be owed to the Company and Merrill Lynch. Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to Merrill Lynch to pay to Merrill Lynch (or as Merrill Lynch may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee is allocated. The Company will make a further announcement following the close of the Bookbuilding detailing the Placing Price at which the Placing Shares are being placed and the number of Placing Shares being issued (the "Pricing Announcement").
Principal Terms of the Bookbuilding Process
1. Merrill Lynch is arranging the Placing as agent for the Company;
2. Participation will only be available to Relevant Persons invited to participate by Merrill Lynch and who communicate their wish to participate in the Bookbuilding to Merrill Lynch in accordance with paragraph 4 below and who are able to participate in accordance with the terms and conditions set out herein. Merrill Lynch is entitled to enter bids and participate as principal in the Bookbuilding;
3. The Bookbuilding will establish a single price payable by all Placees. The Placing Price will be determined by the Company and Merrill Lynch;
4. An institution that is a Relevant Person and that wishes to participate in the Bookbuilding should communicate its bid by telephone to its usual sales contact at Merrill Lynch or to Oliver Holbourn at Merrill Lynch (020 7995 3700). The bid should state the number of Placing Shares and / or monetary amount which the institution wishes to subscribe for at either the Placing Price or at prices up to a maximum price limit specified in the bid;
5. Any bid will be made on the terms and conditions in this Appendix and will not be capable of variation or revocation after the close of the Bookbuilding process;
6. Merrill Lynch reserves the right not to accept bids or to accept bids in part rather than in whole. The acceptance of bids shall be at the absolute discretion of Merrill Lynch and the Company; and
7. The Bookbuilding process is expected to close no later than 4.30 p.m. (London time) on 3 July 2008, but may be closed earlier or later at the sole discretion of Merrill Lynch. Merrill Lynch and the Company jointly may, in their sole discretion, accept bids that are received after the Bookbuilding process has closed. The Company and Merrill Lynch will be entitled to effect the Placing by such alternative method to the Bookbuilding process as they may, in their discretion, determine.
All obligations under the Placing will be subject to fulfilment of the conditions referred to below under 'Conditions of the Placing'.
Conditions of the Placing
The Placing is conditional upon, inter alia, Admission becoming effective and the Placing Agreement becoming unconditional in all respects and not having been terminated in accordance with its terms.
If (a) any of the conditions contained in the Placing Agreement are not fulfilled or waived by Merrill Lynch by the respective time or date where specified (or such later time or date as Merrill Lynch and the Company may agree but not later than 8.00 a.m. (London time) on 14 July 2008) or (b) the Placing Agreement is terminated in the circumstances specified below, the Placing will lapse and the Placees' rights and obligations under the Placing shall cease and terminate at such time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.
By participating in the Bookbuilding, each Placee agrees that its rights and obligations cease and terminate only in the circumstances described above and will not be capable of rescission or termination by it.
Merrill Lynch may, at its discretion and upon such terms as it thinks fit, waive compliance by the Company with, or extend the time and / or date for fulfilment by the Company of, the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement. Any such extension or waiver will not affect Placees' commitments.
Neither Merrill Lynch nor the Company shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision Merrill Lynch and/or the Company may make as to whether or not to waive or to extend the time and / or date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally.
Right to terminate under the Placing Agreement
Merrill Lynch may, at any time before the Closing Date, terminate the Placing Agreement in accordance with the terms of the Placing Agreement by giving notice to the Company in certain circumstances, including the occurrence of certain force majeure events or a material adverse change in the financial condition of the Company or the Group taken as a whole.
If the obligations of Merrill Lynch under the Placing Agreement are terminated in accordance with its terms, the rights and obligations of each Placee in respect of the Placing as described in this Announcement (including this Appendix) shall cease and terminate at such time and no claim can be made by any Placee in respect thereof.
By participating in the Placing each Placee agrees with Merrill Lynch that the exercise of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Merrill Lynch and that Merrill Lynch need not make any reference to any such Placee and shall have no liability whatsoever to any such Placee (or to any other person whether acting on behalf of a Placee or otherwise) in connection with the exercise of such rights.
No prospectus
No prospectus, admission document or other offering document has been or will be submitted to be approved by the FSA, the UKLA or the London Stock Exchange in relation to the Placing and the Placees' commitments will be made solely on the basis of the information contained in this Announcement (including this Appendix), and the Investor Letter and other information published by or on behalf of the Company via a Regulatory Information Service. Each Placee, by accepting a participation in the Placing, agrees and confirms that it has neither received nor relied on any other information, representation, warranty or statement made by or on behalf of either Merrill Lynch or the Company and neither the Company nor Merrill Lynch will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial and trading position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall however exclude the liability of any person for fraudulent misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN: GB0031775819) following Admission will take place within the CREST system, subject to certain exceptions. Merrill Lynch reserves the right to require settlement for and delivery of the Placing Shares to Placees by such other means that they deem necessary if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Announcement (including this Appendix) or would not be consistent with the regulatory requirements in any Placee's jurisdiction.
Each Placee allocated Placing Shares in the Placing will be sent a contract note (the "Contract Note") stating the number of Placing Shares allocated to it, the Placing Price, the aggregate amount owed by such Placee to Merrill Lynch (as applicable) and settlement instructions.
Settlement should be through Merrill Lynch against CREST ID: 686, account designation "IPO".
It is expected that Contract Notes will be despatched today, 3 July 2008, and that the trade date will also be today. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the settlement instructions set out in the Contract Note.
It is expected that settlement will be on 8 July 2008 in accordance with the instructions set out in the Contract Note.
Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above and in the Contract Note at the rate of two (2) percentage points above the base rate of Barclays Bank plc from time to time.
Each Placee is deemed to agree that if it does not comply with these obligations, Merrill Lynch may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for their account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the Contract Note is copied and delivered immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below (and in particular subject to paragraph 15 below), be so registered free from any liability to UK stamp duty or stamp duty reserve tax. No Placee (or any nominee or other agent acting on behalf of a Placee) will be entitled to receive any fee or commission in connection with the Placing.
Representations and warranties
By participating in the Bookbuilding, each Placee (and any person acting on such Placee's behalf):
1. represents and warrants that it has read this Announcement (including this Appendix) in its entirety and acknowledges that its participation in the Placing will be governed by the terms of this Appendix;
2. represents and warrants that it has received this Announcement (including this Appendix) solely for its use and has not redistributed or duplicated it;
3. represents and warrants that it has not received a prospectus, admission document or other offering document in connection with the Placing and acknowledges that no prospectus, admission document or other offering document has been prepared in connection with the Placing;
4. acknowledges that the Ordinary Shares are admitted to trading on AIM, and the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of AIM, which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account, and similar statements for preceding financial years;
5. acknowledges that neither Merrill Lynch nor any of its respective Affiliates nor any person acting on behalf of Merrill Lynch or any of its Affiliates nor the Company or any of its Affiliates has provided, and will not provide, it with any material regarding the Placing Shares or the Company other than this Announcement (including this Appendix); nor has it requested Merrill Lynch, or any of its Affiliates or any person acting on behalf of Merrill Lynch or any of its Affiliates to provide it with any such information;
6. acknowledges that the content of this Announcement (including this Appendix) is exclusively the responsibility of the Company and that neither Merrill Lynch nor any of its Affiliates or any person acting on behalf of Merrill Lynch or any of its Affiliates has or shall have any liability for any information, representation or statement contained in this Announcement (including this Appendix) or any information previously published by or on behalf of the Company and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement (including this Appendix) or otherwise. Each Placee represents, warrants and agrees that when making its investment decision to subscribe for or purchase the Placing Shares it has relied only on publicly available information released by or on behalf of the Company via a Regulatory Information Service relating to the Company and this Announcement (including this Appendix), such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has relied on its own investigation with respect to the Placing Shares and the Company in connection with its decision to subscribe for or to purchase the Placing Shares and acknowledges that it is not relying on any investigation that Merrill Lynch, or any of its Affiliates or any person acting on behalf of Merrill Lynch or any of its Affiliates may have conducted with respect to the Placing Shares or the Company and none of such persons has made any representations to it, express or implied, with respect thereto;
7. acknowledges that it has not relied on any information relating to the Company contained in any research reports prepared by Merrill Lynch, any of its Affiliates or any person acting on behalf of Merrill Lynch or any of its Affiliates and understands that none of Merrill Lynch, its Affiliates or any person acting on behalf of Merrill Lynch or any of its Affiliates: (i) has or shall have any liability for public information or any representation; (ii) has or shall have any liability for any additional information that has otherwise been made available to such Placee, whether at the date of publication, the date of the announcement or otherwise; and (iii) makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information, whether at the date of publication, the date of the announcement or otherwise;
8. represents and warrants that it, or the beneficial owner, as applicable, is entitled to subscribe for and / or purchase Placing Shares under the laws of all relevant jurisdictions which apply to it, or the beneficial owner, as applicable, and that it has fully observed such laws and obtained all such governmental and other guarantees and other consents in either case which may be required thereunder and complied with all necessary formalities (including any applicable foreign exchange rules);
9. represents and warrants that it has the power and authority to carry on the activities in which it is engaged, to subscribe for the Placing Shares and to execute and deliver all documents necessary for such subscription;
10. represents and warrants that it (or if acquiring the Placing Shares as fiduciary or agent for any investor account, such investor) will be the beneficial owner of such Placing Shares and that the beneficial owner of such Placing Shares will not at the time that the Placing Shares are acquired be a resident of Australia, Canada, Japan or the United States;
11. acknowledges that the Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any of the States of the United States, or under the securities legislation of Australia, Canada, or Japan and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within those jurisdictions;
12. represents and warrants that it is not a resident of or located in the United States or acting in a non-discretionary basis for a person in the United States and is purchasing the Placing Shares in an 'offshore transaction' in accordance with Regulation S under the Securities Act;
13. acknowledges (and confirms that each beneficial owner of the Placing Shares has been advised) that the Placing Shares have not been and will not be registered under the Securities Act or under any applicable state securities laws, nor approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other United States regulatory authority;
14. represents and warrants that if it is a pension fund or investment company, its purchase of Placing Shares is in full compliance with applicable laws and regulations;
15. represents and warrants that the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that the Placing Shares are not being subscribed for by it in connection with arrangements to issue depositary receipts or to transfer Placing Shares into a clearance system;
16. represents and warrants that it has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2003 and the Money Laundering Regulations 2007 (the "Regulations") and, if making payment on behalf of a third party, that satisfactory customer due diligence measures have been taken (including obtaining and recording satisfactory evidence to verify the identity of the third party) as required by the Regulations;
17. represents and warrants that it and any person acting on its behalf is a person falling within Article 19(1) and / or 49(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, and is a person who falls within paragraph (7) of section 86 of the FSMA;
18. represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom prior to Admission except in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of the Prospectus Rules made by the FSA pursuant to Part IV of the FSMA;
19. represents and warrants that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to the Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person;
20. represents and warrants that it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving the United Kingdom;
21. represents and warrants that it and any person acting on its behalf is entitled to subscribe for the Placing Shares under the laws of all relevant jurisdictions and that it has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to participating in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement (including this Appendix) and to make the representations, acknowledgments, warranties, undertakings and agreements included in this Appendix) and will honour such obligations;
22. undertakes that it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this Announcement (including this Appendix) and the Contract Note on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other subscribers or sold as Merrill Lynch and the Company may in their sole discretion determine and without liability to such Placee;
23. acknowledges that none of Merrill Lynch, its Affiliates or any person acting on behalf of Merrill Lynch or any of its Affiliates is providing any investment service to any investor, including making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing nor providing advice in relation to the Placing nor the exercise or performance of any of Merrill Lynch's rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
24. undertakes that the person who it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. Neither Merrill Lynch nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Placees acknowledge that the Placing Shares will be credited to the CREST stock account of Merrill Lynch and Placees should settle against CREST ID: 686, account designation "IPO", and who will hold them as nominee for the subscribers of such shares until settlement in accordance with its standing settlement instructions;
25. acknowledges that any agreements entered into by it pursuant to these terms and conditions shall be governed by and construed in all respects in accordance with English law and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the courts of England as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or Merrill Lynch in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;
26. acknowledges that Merrill Lynch or any of its connected or associated persons may (at their absolute discretion) participate in the Placing as a Placee in respect of some or all of the Placing Shares;
27. agrees that the Company, Merrill Lynch and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings which are given to Merrill Lynch on their own behalf and on behalf of the Company and are irrevocable;
28. acknowledges and agrees that to the fullest extent permissible by law, none of Merrill Lynch or the Company, nor any of their respective Affiliates, shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise) in connection with the Placing or Bookbuilding (or its conduct) or such alternative method of effecting the Placing; and
29. agrees to indemnify and hold each of the Company and Merrill Lynch and their respective Affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach by it (or any person on whose behalf it is acting) of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing.
The Company and Merrill Lynch reserve the right to waive any of the foregoing representations and warranties in individual circumstances as they deem appropriate and in accordance with applicable law.
The agreement to settle any Placee's subscription (and / or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to an acquisition by such Placee and / or such person for whom such Placee is contracting direct from the Company for the Placing Shares in question. Such agreement assumes that the Placing Shares are not being subscribed in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there were any such arrangements, or the settlement related to other dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor Merrill Lynch will be responsible. If this is the case, such Placee should take its own advice and notify Merrill Lynch accordingly.
In addition, Placees should note that they will be liable to pay any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the subscription by them for any Placing Shares or the agreement by them to subscribe for any Placing Shares.
All times and dates in this Announcement (including this Appendix) may be subject to amendment. Merrill Lynch shall notify the Placees and any person acting on behalf of the Placees of any changes. This Announcement (including this Appendix) has been issued by the Company and is the sole responsibility of the Company
When a Placee or person acting on behalf of the Placee is dealing with Merrill Lynch, any money held in an account with Merrill Lynch on behalf of the Placee and / or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the Financial Services Authority made under the FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from Merrill Lynch's in accordance with the client money rules and will be used by Merrill Lynch in the course of its own business; and the Placee will rank only as a general creditor of Merrill Lynch.
Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.
These written materials are not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration under the Securities Act or an exemption therefrom. The Company has not registered and does not intend to register any of its Ordinary Shares under the Securities Act. There will be no public offering of the Placing Shares in the United States.
DEFINITIONS
In this Announcement:
"Admission" means the admission of the Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules;
"Affiliates" means in relation to a person each of its holding companies, subsidiaries, branches, associated undertakings and affiliates (affiliates having the meaning given in Rule 405 or in Rule 501(b) of the Securities Act, as applicable in the context used) (including, without limitation, joint venture partners) from time to time (and subsidiaries of any such subsidiaries, branches, associated undertakings, affiliates and holding companies) (including, without limitation, joint venture partners) and each of their and the person's respective officers, directors, supervisory board members, employees, representatives, controlling persons, shareholders and agents from time to time;
"AIM" means the AIM market operated by the London Stock Exchange;
"AIM Rules" means the current rules published by the London Stock Exchange applicable to companies with a class of listed securities admitted to trading on AIM;
"Announcement" means this announcement, including the Appendix;
"Associate" means in relation to a person, its subsidiary undertaking or parent undertaking of a person and any other subsidiary undertakings of that parent undertaking, each as defined in Section 1162 of the Companies Act 2006 and any person's Affiliates;
"Bookbuilding" means the accelerated bookbuilding procedure to be carried out by Merrill Lynch in connection with the Placing;
"Closing Date" means 8 July or such later date as may be agreed between the Company and Merrill Lynch;
"FSA" means the Financial Services Authority; including any regulations made pursuant thereto;
"FSMA" means the Financial Services and Markets Act 2000, as amended;
"Group" means the Company and its subsidiary undertakings and Associates including, where the context requires, any one or more such companies and their respective subsidiary undertakings and Associates;
"Investor Letter" means the letter provided by Merrill Lynch to the Placees to participate in the Placing;
"London Stock Exchange" means London Stock Exchange plc;
"Ordinary Shares" means ordinary shares of 5 pence each in the capital of the Company;
"Persons" means any individual, firm, company, body corporate, government, state or agency of a state, local or municipal authority or government body or any joint venture, association or partnership (whether or not having separate legal personalities);
"Placees" means persons (including individuals, funds or others) who Merrill Lynch procures to agree conditionally to subscribe for Placing Shares pursuant to the Placing and on whose behalf a commitment to subscribe for Placing Shares has been given and "Placee" means any one of them;
"Placing" means the placing of the Placing Shares by Merrill Lynch with institutional investors on behalf of the Company;
"Placing Agreement" means the conditional agreement dated 2 July 2008 between (1) the Company and (2) Merrill Lynch in connection with the Placing;
"Placing Price" means the price per Ordinary Share at which the Placing Shares are placed;
"Placing Shares" means approximately 8.4 million new Ordinary Shares which are to be issued pursuant to the Placing;
"Regal" or the "Company" means Regal Petroleum plc;
"Regulatory Information Service" means any of the regulatory information services included within the list maintained on the London Stock Exchange's website;
"Securities Act" means the US Securities Act of 1933, as amended;
"United Kingdom" means the United Kingdom of Great Britain and Northern Ireland; and
"United States" or "US" means the United States of America, its territories and possessions, any State of the United States and the District of Columbia.