ZOL.L Regulatory News (ZOL)

7 Mar 2006 11:48

Crosby Capital Partners Inc07 March 2006 Crosby Capital Partners Inc. ("Crosby") Techpacific Capital Limited Issue US$75 Million Convertible/Exchangeable Bond Techpacific Capital Limited ("Techpacific"), the holders of 81.24% of thecurrent issued share capital of Crosby, has announced that it has sold toGoldman Sachs International (the "Purchaser") US$75 million principal amount ofits 5 year zero coupon bonds , which are convertible into new Techpacific sharesor exchangeable for existing Crosby shares currently held by Techpacific (the"Bonds"). The Bonds are convertible or exchangeable (as the case may be) at the option oftheir holder(s) at any time on or after 13 March 2006 and up to and including 4February 2011 into: Either (a) new Techpacific shares; provided that holder(s) of the Bonds may notexercise their conversion rights in respect of Techpacific shares if more than559,000,000 Techpacific shares have previously been issued to holder(s) of theBonds; Or (b) existing Crosby shares owned by Techpacific provided that holder(s) ofthe Bonds may not exercise rights in respect of Crosby shares if more than33,500,000 Crosby shares have been previously exchanged for by holder(s) of theBonds (until Techpacific receives the approval of its shareholders to deliver upto 42,949,829 Crosby shares). 33,500,000 Crosby shares represent approximately 13.8% of the existing sharecapital of Crosby. 42,949,829 Crosby shares represent approximately 17.7% of theexisting share capital of Crosby. The Bonds will be exchangeable for Crosbyshares at a price per Crosby share of 99.75 pence, subject to adjustment. Unless previously redeemed, converted, exchanged, purchased or cancelled,Techpacific will redeem the Bonds at 116.1% of their principal amount onmaturity (8th March 2011). Techpacific will use the proceeds from the issue for general working capital andinvestment purposes. In particular US$42.5 million of the proceeds areanticipated to be used by Techpacific to make investments in the oil and gasexploration sector. Techpacific are currently at an advanced stage ofnegotiation in relation to investing in a working interest in three gasexploration prospects (Big Mouth Bayou, North West Kaplan and Endeavor) inLouisiana, USA that are currently owned by Lodore Resources Inc., a 100%subsidiary of IB Daiwa Corporation. Simon Fry, CEO of Crosby, commented: "This is a very important and positive step forward for IB Daiwa, and therefore,for Crosby which is a significant shareholder in IB Daiwa. The assets that willbe farmed out by IB Daiwa when the deal with Techpacific is completed, are justone part of the overall portfolio (not including Kami), and the terms upon whichthe transaction will be completed just goes to show how important and valuableLodore is to IB Daiwa. The farm in by Techpacific, as well as the farm in that is proceeding for someof Lodore's Texas properties, mean that a substantial part of this year'sdrilling programmes will now be fully funded, and Dr. Bob Williams and his teamcan proceed at full speed in exploiting their world class properties. He added "The innovative financing structure that our parent company,Techpacific, has put in place, contains an added benefit in that it may alsohelp to fulfil one of Crosby's strategic goals of increasing the freely tradablefloat of outstanding Crosby stock that is currently available in themarketplace." For further information please contact Simon Fry, on +44 (0)20 7590 2800 or Cara Kiewel on +44 (0)20 7590 2808 Notes 1. Techpacific Capital Limited currently owns 197,153,689 Crosby ordinary shares. 2. Crosby via its wholly owned subsidiaries Sunov Crosby (Holdings) Limited and Crosby Capital Partners Limited hold shares and warrants to subscribe for shares in IB Daiwa Corporation that in total would equate to approximately 28% of the fully diluted issued share capital of IB Daiwa as of 6th March 2006. This information is provided by RNS The company news service from the London Stock Exchange