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Message: 417729
Date/time 11.01.2017 16:32
Issuer African Petroleum Corporation Ltd
IssuerID APCL
Instrument APCL
Market OAX
Category TOTAL NUMBER OF VOTING RIGHTS AND CAPITAL
Subject to information requirements   Mandatory notifications   OAM announcement
Attachment
Title CONTEMPLATED PRIVATE PLACEMENT
Text
African Petroleum Corporation Limited ("African 
Petroleum" or the "Company"), an independent oil and 
gas exploration company with high impact licences 
offshore West Africa, intends to carry out a private 
placement to raise between NOK 26 million to NOK 32 
million (approximately US$3.1 million to US$3.8 
million) through the issue of new fully paid ordinary 
shares to certain existing and new investors 
(the "Private Placement").  Mirabaud Securities LLP 
has been appointed to act as Lead Manager for the 
Private Placement.

Proceeds from the Private Placement will be used to 
strengthen the Company's balance sheet and liquidity 
position, to fund the Company's ongoing working 
capital and for general corporate purposes. 

The Private Placement will be directed at a limited 
number of selected investors pursuant to applicable 
exemptions from local prospectus requirements and 
other filing requirements and in compliance with 
Regulation S under the U.S. Securities Act of 1933, as 
amended (the "U.S. Securities Act"), including in the 
United States to qualified institutional buyers 
("QIBs") as defined in, Rule 144A under the U.S. 
Securities Act; subject to a minimum application and 
allocation of an amount in NOK equivalent to EUR 
100,000 per investor.

The shares to be offered in the Private Placement 
(the "Offer Shares") will be offered at a price to be 
determined during the book building process and 
discussions with potential investors in the Private 
Placement. The application period for the Private 
Placement commences today, 11 January 2017, at 16:30 
(CET) and will close on 12 January 2017 at 08:00 
(CET). The Company, together with the Lead Manager, 
reserves the right to close or extend the application 
period at any time at their sole discretion, or to 
cancel the Private Placement in its entirety. 

The allocation of the Offer Shares will be determined 
at the end of the application period. The final 
allocation of the Offer Shares will be made by the 
Company's Board of Directors ("Board") and at the 
Board's sole discretion. The completion of the Private 
Placement will be conditional upon (i) the Company 
receiving full payment for the Offer Shares on the due 
date for payment; and (ii) any regulatory approvals 
required to issue the Offer Shares. 

The Company will announce the number of shares 
allocated in the Private Placement through a stock 
exchange notice expected to be published before 
opening of the trading on Oslo Axess tomorrow, 12 
January 2017.

Assuming successful completion of the Private 
Placement and fulfilment of the conditions as set out 
above, the Offer Shares are expected to be issued on 
or about 18 January 2017 and be tradable on Oslo Axess 
shortly thereafter.

The Board has taken account of its obligations under 
section 5-14 of the NSTA and the section 2.1 of the 
Continuing Obligations for Stock Exchange Listed 
Companies (the "Continuing Obligations") and considers 
the Private Placement to be in the best common 
interests of the Company and its shareholders to 
secure funding from qualifying investors at the most 
competitive cost, in a timescale that will allow the 
Company to continue to concentrate on its farm-out 
opportunities, to secure partners for certain of its 
licences, and to secure funds for payment of working 
capital commitment's as they fall due. Due to the 
current pricing of the Company's shares, the timing 
aspect of the transaction and the expected limited 
discount to the 30 day volume weighted average price, 
the Board is currently of the view that it is not in 
the best interest of the Company and the shareholders 
to conduct a subsequent repair issue in connection 
with the Private Placement. It is the view of the 
Board that the costs related to such a repair offering 
would not be justified. 

For further information, please contact:

Jens Pace, Chief Executive Officer
Stephen West, Chief Executive Officer
Tel: +44 20 3655 7810	
	
Lead Manager:
Mirabaud Securities LLP
Peter Krens
Tel: +44 20 7878 3362  

Media Contacts:
Buchanan
Ben Romney/Chris Judd
Tel: +44 207 466 5000

About African Petroleum 
African Petroleum is an independent oil and gas 
exploration company with an equity interest in eight 
licences in four countries offshore West Africa 
(Senegal, The Gambia, Côte d'Ivoire and Sierra Leone). 
The Company's assets are located in proven hydrocarbon 
basins in the West African Transform Margin and the 
Atlantic Margin, where several discoveries have been 
made in recent years.  The Company is working with its 
partner Ophir Energy (operator) on the CI-513 licence 
in Côte d'Ivoire to drill an exploration well in Q2 
2017.

For more information about African Petroleum, please 
see www.africanpetroleum.com.au

This information is subject to disclosure requirements 
pursuant to section 5-12 of the Norwegian Securities 
Trading Act. 

Disclaimer

The information contained herein shall not constitute 
an offer to sell or the solicitation of an offer to 
buy, nor shall there be any sale of the securities 
referred to herein in any jurisdiction in which such 
offer, solicitation or sale would be unlawful prior to 
registration, exemption from registration or 
qualification under the securities laws of any such 
jurisdiction. In particular, the securities referenced 
herein have not been, and will not be, registered 
under the U.S. Securities Act of 1933, as amended 
(the "Securities Act"), and may not be offered or sold 
in the United States absent registration or pursuant 
an exemption from the registration requirements of the 
Securities Act and applicable U.S. state securities 
laws.  The Company does not intend to register any 
part of the offering in the United States or to 
conduct a public offering of securities in the United 
States.  

This press release may not be released to any U.S. 
wire service or distributed or sent, directly or 
indirectly, into the United States, Canada, Japan or 
any other jurisdiction in which such release or 
distribution would be unlawful

This document is a press release and not a prospectus 
for the purposes of Directive 2003/71/EC as amended 
(together with any applicable implementing measures in 
any Member State, the "Prospectus Directive").  Any 
offering of securities will be made to investors in 
any EEA Member State in reliance on applicable 
exemptions from the obligation to prepare a prospectus 
under the Prospectus Directive, and no EEA prospectus 
will accordingly be prepared or available for the 
purpose of the Private Placement.  In any EEA Member 
State other than Norway that has implemented the 
Prospectus Directive, this communication is only 
addressed to and is only directed at qualified 
investors in that Member State within the meaning of 
the Prospectus Directive, i.e., only to investors who 
can receive the offer without an approved prospectus 
in such EEA Member State.

This press release may not be distributed to any 
person in the United Kingdom except persons (i) who 
have professional experience in matters relating to 
investments falling within Article 19(5) (investment 
professionals) of the Financial Services and Markets 
Act 2000 (Financial Promotions) Order 2005 ("FPO"), 
(ii) who fall within the categories of persons 
referred to in Article 49(2)(a) to (d) (high net worth 
companies, unincorporated associations, etc.) of the 
FPO or (iii) to whom it may otherwise be lawfully 
communicated. 

This press release is not an offer to sell, or the 
solicitation of an offer to buy, any of the Company's 
securities to or from investors in Australia.  This 
press release is not a prospectus, product disclosure 
statement or other offer document under Australian 
law.  Any offers relating to the Company's securities 
in Australia will be made only to persons who are 
professional investors or sophisticated investors (as 
those terms are used in s708(11) and s708(8), 
respectively, of the Australian Corporations Act 2001 
("Corporations Act")) or other persons specified in 
s708 of the Corporations Act who do not require or 
need to be given a prospectus or other disclosure 
document under Chapter 6D of the Corporations Act to 
lawfully receive an offer to subscribe for or acquire 
securities in the Company. 

This press release contains forward-looking 
statements.  Forward-looking statements are statements 
that are not historical facts and may be identified by 
words such 
as "believe," "expect," "anticipate," "intend," "estima
te," "will," "may," "continue," "should" and similar 
expressions.  The forward-looking statements in this 
release are based upon various assumptions, many of 
which are based, in turn, upon further assumptions.  
Although African Petroleum believes that these 
assumptions were reasonable when made, these 
assumptions are inherently subject to significant 
known and unknown risks, uncertainties, contingencies 
and other important factors that are difficult or 
impossible to predict and are beyond its control.  
Such risks, uncertainties, contingencies and other 
important factors could cause actual events to differ 
materially from the expectations expressed or implied 
in this release by such forward-looking statements.

The information, opinions and forward-looking 
statements contained in this release speak only as at 
its date, and are subject to change without notice.  
African Petroleum disclaims any obligation to update 
and revise any forward-looking statements, whether as 
a result of new information, future events or 
otherwise.

Read our disclaimer and copyright notice.