20 Oct 2010 14:00
| ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES") |
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| COMPANY NAME: |
| Sirius Petroleum plc ("Sirius" or the "Company")
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| COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) : |
| Stanmore House, 29-30 St James's Street, London, SW1A 1HB (Registered Office)
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| COUNTRY OF INCORPORATION: |
| England and Wales
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| COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26: |
| www.siriuspetroleum.com
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| COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED: |
| Sirius Petroleum (the "Company") is an independent oil development company.
The Company's primary objective on Admission is to create long term shareholder value through the acquisition of marginal oil and gas fields in Nigeria. It intends to acquire a 40 per cent. participating interest in the Ke Field pursuant to the terms of a Joint Operating Agreement entered into with Del Sigma (the "Acquisition"), conditional upon renewal of the 100 per cent. participating interest by the Department of Petroleum Resources in Nigeria and receiving the approval of the Company's shareholders in a general meeting of the Company, convened for 29 October 2010, notice of which is set out in appendix 2 of the admission document. .
If the Acquisition is not approved then the Company's trading facility on AIM will be cancelled pursuant to rule 41 of the AIM Rules for Companies.
In view of the size and nature of the transaction and its associated funding commitments, the Acquisition is deemed to be a reverse takeover of the Company as defined according to the AIM rules.
Main country of operation: Nigeria
Admission of the Company's shares to trading on AIM is sought in connection with a reverse take-over under AIM Rule 14.
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| DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares): |
| 1,021,386,657 ordinary shares having a nominal value of 25 pence each
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| CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION: |
| Capital to be raised on Admission: £15,693,016
Anticipated market capitalisation on Admission: £51,069,333
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| PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: |
| 24.70%
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| DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED: |
| N/A |
| FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known): |
| Directors Babatunde Olusegun Agboola (Non-Executive Deputy Chairman) Toby Jonathan Hayward (Chief Executive Officer) Michael Brian Victor Cudworth Hirschfield (Finance Director) Olukayodi Olufemi Kuti (Executive Director) Jack Pryde (Non Executive Chairman) Graham Langham Porter (Non Executive Director) Billi Ayinde Folahan (Technical Director)
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| FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known): |
| Before Admission: WB Nominees Limited (12.17%) Sirius Oil & Gas Limited (11.14%) Taglient Oil Nigeria Ltd (8.77%) Cenkos Channel Islands Nominees (6.89%) Brewin Nominees (Channel Islands) (6.86%) Barclayshare Nominees Ltd (5.90%) Corporate Services (TD Waterhouse) (5.84%) Mr Toby Hayward (4.32%) Mr Babatunde Olesegun Agboola (3.84%)
After Admission*: WB Nominees Limited (6.20%) Schroders (6.15%) Och Ziff Management (6.15%) Amiya Capital (6.15%) Sirius Oil & Gas Limited (5.68%) Killik (4.92%) Taglient Oil Nigeria Ltd (4.47%) Cenkos Channel Islands Nominees (3.51%) Brewin Nominees (Channel Islands) (3.50%) Barclayshare Nominees Ltd (3.01%) *Subject to change following confirmation of existing holdings in the Company.
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| NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES: |
| None
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| (i) ANTICIPATED ACCOUNTING REFERENCE DATE (ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information) (iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19: |
| (i) 31 December 2010 (ii) Unaudited interim financial information on Sirius for the six month period ended 30 June 2010 (iii) 30 June 2011 30 September 2011 30 June 2012
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| EXPECTED ADMISSION DATE: |
| 3 November 2010
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| NAME AND ADDRESS OF NOMINATED ADVISER: |
| Strand Hanson Limited 26 Mount Row London W1K 3SQ
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| NAME AND ADDRESS OF BROKER: |
| Renaissance Capital 1 Angel Court London EC2R 7HJ
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| OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES: |
| The Admission Document containing full details of the applicant and its securities, will be available for public inspection for a period of not less than one month from the date of admission at the following location during normal business hours on any weekday (other than Saturdays, Sundays and public holidays):
Strand Hanson Limited 26 Mount Row London W1K 3SQ |
| DATE OF NOTIFICATION: |
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20 October 2010
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| NEW/ UPDATE: |
| New |