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Exercise of Over-allotment Option

1 Jul 2011 07:00

RNS Number : 5339J
3Legs Resources plc
01 July 2011
 



For Immediate Release

 

1 July 2011

 

Not for release, publication or distribution directly or indirectly, in whole or in part, in or into or from the United States of America (including its territories and possessions, any state of the United States, and the District of Columbia), Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

 

3Legs Resources plc

 

 

Announcement of exercise of Over-allotment Option

 

3 Legs Resources plc (the "Company"), a company focussed on the exploration and development of unconventional oil and gas resources with a particular focus on shale gas in Europe, announces that, in connection with the initial public offering of ordinary shares in the Company (the "Offer"), Jefferies International Limited, as Stabilising Manager, exercised the over-allotment option (the "Over-allotment Option") provided by each of Tomuro Limited, Caithness Limited, Kamlesh Parmar, Roy Williams, Alexander Fraser, Cheviot Capital (Nominees) Limited, Discovery GeoServices Corporation, Richard Harris and Samos Investments (Jersey) LP, in respect of a total of 4,404,552 Ordinary Shares in the Company (the "Over-allotment Shares") on 1 July 2011.

 

The proceeds of approximately £8.4 million (before deduction of underwriting commissions and expenses) arising from the exercise of the Over-allotment Option will be received by the relevant Selling Shareholders. Following exercise of the Over-allotment Option, the total size of the Offer is £85.6 million (45,036,052 Ordinary Shares).

 

Following the exercise of the Over-allotment Option, the direct and indirect interests of Tomuro Limited, Caithness Limited, Kamlesh Parmar and Roy Williams (all of which held an interest of 3 per cent. or more of the issued share capital of the Company immediately upon Admission) in the ordinary shares of 0.025 pence each in the Company are as follows:

 

 

Ordinary Shares At Admission

Ordinary Shares Following The Exercise Of The Over-allotment Option

No.

%

 

No.

%

 

Tomuro Limited 1

10,451,220

12.33

8,709,352

10.27

Caithness Limited 2

8,882,408

10.48

7,402,008

8.73

Kamlesh Parmar 3

3,598,852

4.24

3,398,916

4.01

Roy Grainger Williams 4

3,551,744

4.19

3,354,428

3.96

 

(1) William Jeffcock, who is the son of Robert Jeffcock (a non-executive director of the Company), is the beneficial owner of the Ordinary Shares held by Tomuro Limited.

(2) Robert Jeffcock is the beneficial owner of the Ordinary Shares held by Caithness Limited.

(3) Kamlesh Parmar also holds Share Options over 800,000 Ordinary Shares under the 2007 SOP which are not included in the above figures.

(4) Roy Williams also personally holds an interest in 79,200 Warrants. Roy Williams also holds an interest in 8,400 Warrants, through a connected company, Mustardseed Estates Limited, of which he is a director. Mustardseed Estates Limited also holds 428,000 Ordinary Shares. These interests are not included in the above figures.

 

 

Jefferies International Limited is acting as Sole Global Coordinator, Sole Bookrunner and as Nominated Adviser to the Company.

 

For further information contact:

 

3Legs Resources plc Tel: +44 1624 811 611

Peter Clutterbuck, Chief Executive Officer

Alexander Fraser, Chief Financial Officer

 

Jefferies International Limited Tel: +44 207 029 8000

Chris Snoxall

Alex Grant

 

College Hill Tel: +44 207 457 2020  

Simon Whitehead

Catherine Maitland

 

 

Capitalised terms used in this announcement have the meanings given to them in the Admission Document (which is available at www.3legsresources.com).

 

This announcement has not been approved by the London Stock Exchange plc or the Financial Services Authority. This announcement does not constitute or form part of any offer or invitation to sell, allot or issue, or any solicitation of or inducement to enter into any offer to purchase or subscribe for, any Offer Shares, nor shall it (or any part of it) or the fact of its distribution form the basis of, or be relied upon in connection with any contract therefore. Recipients of the Admission Document or this announcement who intend to subscribe for Offer Shares in the Offer are reminded that any such subscription or purchase may only be made solely on the basis of the information relating to the Company contained in the Admission Document and any supplementary admission document, which may be different from the information contained in this announcement. No reliance may be placed for any purpose whatsoever on the completeness, accuracy or fairness of the information or opinions contained in this announcement.

 

No undertaking, representation, warranty or other assurance, express or implied, is made or given by or on behalf of the Company, Jefferies International Limited (the "Nominated Adviser") or Netherland, Sewell & Associates Inc. or any of their respective affiliates, any of their respective directors, officers or employees or any other person as to the accuracy, completeness or fairness of the information or opinions contained in this announcement or the Admission Document and no responsibility or liability is accepted for any such information or opinions or for any errors or omissions.

 

Persons reading this announcement should note that the Nominated Adviser, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is advising the Company and no one else in relation to the Offer and Admission, and will not be responsible to anyone other than the Company for providing the protections afforded to customers of the Nominated Adviser nor for providing advice to any person other than the Company in relation to this announcement, the Offer and Admission. The Nominated Adviser's responsibilities as the Company's Nominated Adviser under the AIM Rules for Nominated Advisers will be owed solely to the London Stock Exchange plc and not to the Company, to any of its directors or any other person in respect of a decision to subscribe for, purchase or acquire Ordinary Shares in the Company in reliance on this announcement or the Admission Document. The Nominated Adviser has not authorised the contents of, or any part of, this announcement.

 

The Admission Document and the Offer are only addressed to and directed at persons in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) ("Qualified Investors") ("Prospectus Directive"). In addition, in the United Kingdom, the Admission Document is being distributed to and is directed at (i) Qualified Investors and persons who have professional experience in matters relating to investments falling within Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, (the "Order"), or (ii) who fall within Article 49(2)(a)-(d) of the Order, or (iii) to whom it may otherwise be lawful to distribute it (all such persons together being referred to as"relevant persons". The Admission Document and the Offer are directed only at relevant persons and must not be acted on or relied upon by persons who are not relevant persons.

 

Neither this announcement nor the information contained herein is for release, publication or distribution, directly or indirectly, in whole or in part, in, into or from in the United States of America (including its territories and possessions, any state of the United States and the District of Columbia). This announcement does not contain, constitute or form part of an offer for sale or the solicitation of an offer to purchase securities in the United States. The securities referred to herein (the "Securities") have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold in the United States absent registration under the Securities Act or an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. No public offering of the Securities will be made in the United States.

 

This announcement is for information purposes only and does not contain or constitute an offer of Securities to, and subject to certain exemptions, the Securities may not be offered or sold to, any person with a registered address in the United States, Australia, Canada, Japan or South Africa or who is resident in the United States, Australia, Canada, Japan or South Africa. None of the Securities has been or will be registered under the relevant laws of any state, province or territory of the United States, Australia, Canada, Japan or South Africa. Subject to certain limited exceptions, neither the Admission Document nor this announcement will be distributed in or into the United States, Australia, Canada, Japan or South Africa.

 

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published or distributed should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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