TIDMJOG
RNS Number : 1694U
Jersey Oil and Gas PLC
20 October 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN,
THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO
SO WOULD CONSTITUTE A BREACH OF THE RELEVANT SECURITIES LAWS OF
SUCH JURISDICTION.
This Announcement does not constitute a prospectus or offering
memorandum or an offer in respect of any securities and is not
intended to provide the basis for any investment decision in
respect of Jersey Oil and Gas Plc or other evaluation of any
securities of Jersey Oil and Gas Plc or any other entity and should
not be considered as a recommendation that any investor should
subscribe for or purchase any such securities.
This Announcement contains inside information for the purposes
of the market abuse regulation (EU No. 596/2014) ("MAR"). In
addition, market soundings (as defined in MAR) were taken in
respect of certain of the matters contained in this Announcement,
with the result that certain persons became aware of such inside
information, as permitted by MAR. Upon the publication of this
Announcement, this inside information is now considered to be in
the public domain and such persons shall therefore cease to be in
possession of inside information.
20 October 2017
Jersey Oil and Gas plc
("Jersey Oil & Gas", "JOG" or the "Company")
Placing to raise GBP20 million by way of an accelerated
bookbuild
and
Proposed offer to raise up to GBP4 million ("Offer")
Jersey Oil & Gas (AIM: JOG), an independent upstream oil and
gas company focused on the UK Continental Shelf ("UKCS") region of
the North Sea, is pleased to announce its intention to undertake an
equity placement of GBP20.0 million (the "Placing"). The Placing
will be effected by way of an accelerated bookbuild, which will be
launched immediately following this announcement at a minimum price
of 200p.
Arden Partners plc ("Arden") and BMO Capital Markets Limited
("BMO") are acting as joint brokers and joint bookrunners in
connection with the Placing.
The proceeds of the Placing will be used to fund the expected
Verbier appraisal programme and Cortina exploration drilling,
following the recent oil discovery in the Verbier side-track well,
20/05b-13Z, and strengthen the Company's balance sheet as it
continues to pursue its production focused acquisition strategy in
the UKCS.
In addition to the Placing, the Company intends to provide all
Qualifying Participants with the opportunity to subscribe for new
Ordinary Shares ("Offer Shares") at the Issue Price, to raise up to
GBP4.0 million before expenses ("Offer").
Andrew Benitz, CEO of Jersey Oil & Gas, commented:
"Jersey Oil & Gas is in a unique position with an 18 per
cent. interest in Licence P.2170 containing the Verbier oil
discovery which Statoil, the operator, initially estimates has
gross recoverable resources of between 25 and 130MMboe, with a
minimum proven recoverable volume in the immediate vicinity of the
wellbore of 25 MMboe.
Evaluation of the well results alongside the existing 3D seismic
data is ongoing and today's placing ensures that we are able to
fund our working interest in this highly attractive licence once
the appraisal drilling programme is confirmed by the operator.
Alongside this we have a strong pipeline of asset opportunities
and are encouraged by the active deal flow in the North Sea. The
additional funds will allow us to maintain our balance sheet
strength as we continue to pursue a production-led acquisition
strategy within the UKCS."
Expected timetable: 2017
Announcement of the Placing and 20 October
Bookbuild commences
Dispatch of the Circular, Application 24 October
Form and Form of Proxy
Latest time and date for receipt 12.00 noon on
of completed Forms of Proxy and 7 November
receipt of electronic proxy appointments
via the CREST system for the
General Meeting
Latest time for receipt of applications 12.00 noon on
under the Offer 8 November
General Meeting 12.00 noon on
9 November
Announcement of results of General 9 November
Meeting and Offer
Admission and commencement of 8.00 a.m. on 10
dealings in the New Ordinary November
Shares on AIM and CREST accounts
expected to be credited for the
New Ordinary Shares in uncertificated
form
Each of the times and dates above refer to London time and are
subject to change by the Company and/or the Joint Brokers. Any such
change will be notified to Shareholders by an announcement on a
Regulatory Information Service. The Circular will contain further
details of the expected timetable for the Placing, the Offer, the
General Meeting and Admission.
ADDITIONAL INFORMATION
The Placing:
The Company is proposing to raise GBP20.0 million (before
expenses) pursuant to the Placing. The Placing has been arranged by
Arden and BMO, acting as joint bookrunners and joint brokers
(together, the "Joint Brokers"). The Placing will be conducted by
the Joint Brokers on behalf of the Company in accordance with the
terms and conditions set out in the Appendix to this Announcement.
The Placing is being conducted through an accelerated bookbuilding
process (the "Bookbuild") which will commence immediately following
this Announcement.
The Bookbuild will determine final demand for and participation
in the Placing. The Bookbuild is expected to close not later than
5.30 p.m. (London) today, but may be closed at such earlier or
later time as the Joint Brokers, in their absolute discretion
(following consultation with the Company), determine. The number of
Placing Shares, the Issue Price and the making of allocations will
be agreed between the Company and the Joint Brokers and will be
confirmed orally or by email by Arden following the closure of the
Bookbuild. A further announcement will be made following the
completion of the Bookbuild and pricing of the Placing (the
"Bookbuild Announcement").
Completion of the Placing is subject, inter alia, to Shareholder
approval of the Resolutions to authorise the issue of the Placing
Shares, which will be sought at a General Meeting of the Company to
be held at 12.00 noon on 9 November 2017.
A Circular containing further details of the Placing including a
notice convening the General Meeting is expected to be despatched
to Shareholders on 24 October 2017 and will thereafter be available
on the Company's website at www.jerseyoilandgas.com.
The Appendix (which forms a part of this Announcement) contains
the detailed terms and conditions of the Placing.
The Offer
It is proposed that the Offer will comprise an offer to
Qualifying Participants of Offer Shares with the aggregate
consideration to be received by the Company limited to GBP4.0
million, being the Offer Maximum. Qualifying Participants can apply
for as many Offer Shares as they wish. However, the Directors
reserve the right to exercise their absolute discretion (with the
agreement of the Joint Brokers) in the allocation of successful
applications, including, without limitation, to ensure no Offer
Shares are issued so as to exceed the Offer Maximum.
It is proposed that the Offer will only be open to Qualifying
Participants and, save as set out in the preceding paragraph, there
is no maximum or minimum subscription per applicant. No Qualifying
Participant may subscribe for Offer Shares in excess of the Offer
Maximum. Multiple applications may be submitted. Qualifying
Participants who are joint Shareholders may only apply for Offer
Shares as joint applicants.
The Offer is not being underwritten. The Application Form and
accompanying procedure for application will set out, in detail, how
Qualifying Participants may participate under the Offer.
In order to apply for Offer Shares, Qualifying Participants
should complete the Application Form in accordance with the
instructions set out in the Circular to be published in due course.
A further announcement setting out timings in respect of the Offer
will be made in due course.
Background to and reasons for the Placing
The Company has worked hard over the last few years to deliver
value to Shareholders. The Company has achieved two significant
farm-outs of its assets, the most significant being the farm-out to
Statoil in which Statoil acquired a 70 per cent working interest in
UK Seaward Licence P2170, and the Company retained an 18 per cent.
working interest. Statoil provided a $25 million carried working
interest on the first P.2170 Licence well. The Company is now well
positioned following the recent success in the Verbier sidetrack
well, 20/05b-13Z, where the Company announced an oil discovery on 9
October 2017.
Preliminary analysis indicates that the Verbier sidetrack well
has proven hydrocarbon accumulation in good quality sands, up-dip
of the water bearing sands encountered in the initial well.
Evaluation of the sidetrack well results, together with the
existing 3D seismic data, is ongoing, but the initial Statoil
estimates of gross recoverable resources associated with the
discovery are between 25 and 130 million barrels of oil equivalent,
with a minimum proven recoverable volume of 25 million barrels of
oil equivalent in the immediate vicinity of the wellbore. The
Company's management estimates that, in the upside case of 130
MMboe, lifecycle cost per barrel would be approximately GBP22/boe
(utilising current market rates) for Verbier.
Current management estimates for gross recoverable resources
attributable to JOG across all of the P.2170 Licence prospects
(Verbier, Cortina and Meribel) range from 70 MMboe in the low case
to 273 MMboe in the upside case, which correspond to management
estimates for net asset value to JOG of approximately GBP83.7
million in the low case (which assumes a subsea tie-back operation)
to GBP400.5 million in the upside case (on a standalone production
platform basis).
In addition to confirming the presence of oil in the Verbier
prospect, this discovery provides valuable information to help
better understand the prospectivity of the P.2170 Licence area,
which includes the Cortina prospect and the Meribel lead.
The Company has also continued with its other focus of seeking
to acquire value-enhancing North Sea production assets. The
Directors believe that if the Company has a stronger balance sheet,
it will provide vendors with greater confidence in the Company's
ability to execute acquisitions. The Company will also benefit from
having the necessary resources to undertake its own studies and
continuing to fund the ongoing evaluation of numerous North Sea oil
production and development prospects. The Company hopes to be able
to transact in the near future on a strong pipeline of asset
opportunities which the Company is currently evaluating.
The Directors believe therefore that it is an appropriate time
to improve the financial position of the Company since the
Directors expect that there will be further financing requirements
for the Company relating to its working interest in the P.2170
Licence, as Statoil confirms any proposed work programme.
The Company's team has excellent technical and commercial
knowledge of the UKCS, with decades of management experience, and
to date has reviewed and evaluated in excess of 50 production field
interests in the UKCS. The Company has a number of live production
asset evaluations underway, looking at assets with reserves ranging
from 2 to 24 MMboe and production ranging from approximately 1,000
to 3,800 boe/d, with such assets utilising a mixture of subsea
tie-backs, production platforms or FPSOs. In the majority of cases,
the Company is seeking transactions where the asset vendor will
retain any abandonment liability obligations and all of the
Company's current asset targets have upside potential from unswept
pockets of oil or further development activities.
The North Sea is active with many asset sales processes in this
well-known and prolific basin. The Directors believe that this
means it is a very opportune time to pursue a production-led
acquisition strategy within the UKCS.
Use of Proceeds
The Directors believe that in order to exploit the significant
potential of the P.2170 licence area, the operator will suggest
further appraisal and exploration wells to better define and
determine the prospectivity and commerciality of the three key
prospects: Verbier, Cortina and Meribel. The Company's carried
working interests from both Statoil (U.K.) Limited and CIECO
Exploration and Production (UK) Limited have now expired and as
such the Company will need to fund its 18 per cent. share of any
costs relating to the P.2170 licence.
The use of proceeds is therefore largely attributed to ensuring
that the Company can fund its proportion of the costs of these
expected appraisal and exploration wells as it continues to pursue
opportunities for the acquisition of production assets in the UKCS.
Based on the Company's current management estimates, which are
subject to change once Statoil has formalised its forward plans,
the Board estimates that costs attributable to the Company in
relation to the Verbier discovery in the upside case outlined above
will be up to approximately GBP0.5 million for technical studies
and GBP11 million for the well appraisal programme. In addition,
the Company's management estimates that its share of costs in
relation to an exploration well on the Cortina prospect, if
drilled, would be approximately GBP6 million. These figures are
current management estimates, which include contingency and are
likely to change, but form the basis for the Company's estimated
fundraise target for operational costs of up to GBP20 million. It
is currently envisaged that appraisal and definition activity in
relation to Verbier will run through 2018, followed by execution of
the development plan currently estimated to achieve first oil in
approximately 2022.
The balance of the Placing proceeds not required for operational
expenses will be used to provide the Company with general working
capital and a stronger balance sheet to enhance any bids it chooses
to make, which the Board believes will provide a greater degree of
financial certainty to sellers of such assets of the Company's
ability to fund any acquisitions.
A updated corporate presentation illustrating the information
above can be found on the Company's website at
www.jerseyoilandgas.com.
Director Placing
Certain Directors have indicated their interest in participating
in the Placing. Their participation and their consequent interests
in the Company's issued share capital will be described in a
further announcement.
Principal risks and uncertainties
A description of the principal risks and uncertainties
associated with the Group's business and how the Group seeks to
manage them is included in the strategic report of the Company on
pages 5 to 6 of the Group's Annual Report and Accounts for the year
ended 31 December 2016. The Board is of the view that these
principal risks and uncertainties are those which continue to be
applicable to the Company at the date of this Announcement. The
Directors' estimates on costs and timings of future operations are
largely determined in conjunction with Statoil and CIECO and the
eventual outturn could vary significantly from current forecasts
and expectations.
20 October 2017
For further information please contact:
Jersey Oil and Andrew Benitz, C/o Camarco:
Gas plc CEO Tel: 020 3757 4983
Strand Hanson Limited James Harris Tel: 020 7409 3494
Matthew Chandler
James Bellman
Arden Partners Chris Hardie Tel: 020 7614 5900
plc Benjamin Cryer
BMO Capital Markets Thomas Rider Tel: 020 7236 1010
Jennifer Wyllie
Camarco Billy Clegg Tel: 020 3757 4983
Georgia Edmonds
Further information on the Placing and Admission is included in
the section headed 'Additional Information' above. Attention is
also drawn to the section headed 'Important Information' of this
Announcement and the terms and conditions of the Placing
(representing important information for Placees only) in the
Appendix to this Announcement.
Capitalised terms used but not defined in this Announcement
shall have the meanings given to such terms in the section headed
'Definitions' below save that any capitalised term defined in the
Appendix shall have such meaning in the Appendix to the exclusion,
in the Appendix only, of any definition of such term elsewhere in
this Announcement.
IMPORTANT INFORMATION
This Announcement has been issued by, and is the sole
responsibility, of the Company. No representation or warranty
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by Strand
Hanson Limited, Arden Partners or BMO or by any of their respective
Affiliates as to or in relation to, the accuracy or completeness of
this Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
This Announcement does not constitute, or form part of, a
prospectus relating to the Company, nor does it constitute or
contain any invitation or offer to any person, or any public offer,
to subscribe for, purchase or otherwise acquire any shares in the
Company or advise persons to do so in any jurisdiction, nor shall
it, or any part of it (other than the Appendix in relation to
Placees) form the basis of or be relied on in connection with any
contract or as an inducement to enter into any contract or
commitment with the Company. In particular, the New Ordinary Shares
have not been, and will not be, registered under the United States
Securities Act of 1933 as amended or qualified for sale under the
laws of any state of the United States or under the applicable laws
of any of Canada, Australia, the Republic of South Africa, or Japan
and, subject to certain exceptions, may not be offered or sold in
the United States or to, or for the account or benefit of, US
persons (as such term is defined in Regulation S under the
Securities Act) or to any national, resident or citizen of Canada,
Australia, the Republic of South Africa or Japan.
The distribution or transmission of this Announcement and the
offering of the New Ordinary Shares in certain jurisdictions may be
restricted or prohibited by law or regulation. Persons distributing
this Announcement must satisfy themselves that it is lawful to do
so. Any failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction. No
action has been taken by the Company or the Joint Brokers that
would permit an offering of such shares or possession or
distribution of this Announcement or any other offering or
publicity material relating to such shares in any jurisdiction
where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company and
the Joint Brokers to inform themselves about, and to observe, such
restrictions. In particular, this announcement may not be
distributed, directly or indirectly, in or into the United States,
Canada, the Republic of South Africa, Australia or Japan. Overseas
Shareholders and any person (including, without limitation,
nominees and trustees), who have a contractual or other legal
obligation to forward this document to a jurisdiction outside
the UK should seek appropriate advice before taking any action.
This Announcement includes "forward-looking statements" which
includes all statements other than statements of historical fact,
including, without limitation, those regarding the Company's
financial position, business strategy, plans and objectives of
management for future operations, or any statements preceded by,
followed by or that include the words "targets", "believes",
"expects", "aims", "intends", "will", "may", "anticipates",
"would", "could", "indicative", "possible" or similar expressions
or negatives thereof. Such forward-looking statements involve known
and unknown risks, uncertainties and other important factors beyond
the Company's control that could cause the actual results,
performance or achievements of the Group to be materially different
from future results, performance or achievements expressed or
implied by such forward-looking statements. Such forward-looking
statements are based on numerous assumptions regarding the
Company's present and future business strategies and the
environment in which the Company will operate in the future. These
forward-looking statements speak only as at the date of this
Announcement. The Company expressly disclaims any obligation or
undertaking to disseminate any updates or revisions to any
forward-looking statements contained herein to reflect any change
in the Company's expectations with regard thereto or any change in
events, conditions or circumstances on which any such statements
are based unless required to do so by applicable law or the AIM
Rules.
No statement in this Announcement is intended to be a profit
forecast and no statement in this Announcement should be
interpreted to mean that earnings per share of the Company for the
current or future financial years would necessarily match or exceed
the historical published earnings per share of the Company.
Arden Partners plc, which is authorised and regulated by the FCA
in the United Kingdom, is acting as joint bookrunner and joint
broker to the Company in connection with the Placing. Arden
Partners plc will not be responsible to any person other than the
Company for providing the protections afforded to clients of Arden
Partners plc or for providing advice to any other person in
connection with the Placing or any acquisition of shares in the
Company. Arden Partners plc is not making any representation or
warranty, express or implied, as to the contents of this
Announcement. Arden Partners plc has not authorised the contents
of, or any part of, this Announcement, and no liability whatsoever
is accepted by Arden Partners plc for the accuracy of any
information or opinions contained in this Announcement or for the
omission of any material information.
BMO Capital Markets, which is authorised and regulated by the
FCA in the United Kingdom, is acting as joint bookrunner and joint
broker to the Company in connection with the Placing. BMO Capital
Markets will not be responsible to any person other than the
Company for providing the protections afforded to clients of BMO
Capital Markets or for providing advice to any other person in
connection with the Placing or any acquisition of shares in the
Company. BMO Capital Markets is not making any representation or
warranty, express or implied, as to the contents of this
Announcement. BMO Capital Markets has not authorised the contents
of, or any part of, this Announcement, and no liability whatsoever
is accepted by BMO Capital Markets for the accuracy of any
information or opinions contained in this Announcement or for the
omission of any material information.
Strand Hanson Limited, which is authorised and regulated by the
FCA in the United Kingdom, is acting as nominated adviser to the
Company for the purposes of the AIM Rules in connection with the
Placing and, as nominated adviser, its responsibilities are owed
solely to the London Stock Exchange and are not owed to the Company
or its Directors or to any other person or entity. Strand Hanson
Limited will not be responsible to any person other than the
Company for providing the protections afforded to clients of Strand
Hanson Limited or for providing advice to any other person in
connection with the Placing or any acquisition of shares in the
Company. Strand Hanson Limited is not making any representation or
warranty, express or implied, as to the contents of this
Announcement. Strand Hanson Limited has not authorised the contents
of, or any part of, this Announcement, and no liability whatsoever
is accepted by Strand Hanson Limited for the accuracy of any
information or opinions contained in this Announcement or for the
omission of any material information.
The New Ordinary Shares will not be admitted to trading on any
stock exchange other than the AIM market of the London Stock
Exchange.
The Appendix to this Announcement (which forms part of this
Announcement) sets out the terms and conditions of the Placing. By
participating in the Placing, each person who is invited to and who
chooses to participate in the Placing by making or accepting an
oral and legally binding offer to acquire Placing Shares will be
deemed to have read and understood this Announcement in its
entirety (including the Appendix) and to be making such offer on
the terms and subject to the conditions set out in this
Announcement and to be providing the representations, warranties,
undertakings agreements and acknowledgements contained in the
Appendix. The Company, the Joint Brokers and their respective
Affiliates will rely upon the truth and accuracy of the
representations, warranties, undertakings, agreements and
acknowledgements contained in the Appendix.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this Announcement.
APPIX
TERMS AND CONDITIONS OF THE PLACING
(IMPORTANT INFORMATION FOR PLACEES ONLY CONCERNING THE
PLACING)
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN OR INTO WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT AND
REFERRED TO HEREIN ARE DIRECTED ONLY AT (A) PERSONS IN MEMBER
STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE "QUALIFIED INVESTORS",
AS DEFINED IN ARTICLE 2.1(E) OF DIRECTIVE 2003/71/EC AS AMED FROM
TIME TO TIME AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE
MEASURE IN ANY MEMBER STATE (THE "PROSPECTUS DIRECTIVE") AND (B)
FEWER THAN 150 PERSONS (OTHER THAN PERSONS WHO ARE QUALIFIED
INVESTORS) AND (C) IF IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL
WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE
19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005 AS AMED (THE "FPO") OR FALL WITHIN THE
DEFINITION OF "HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS ETC" IN ARTICLE 49(2)(A) TO (D) OF THE FPO AND (II)
ARE "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86 OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 ("FSMA") OR (D) PERSONS TO WHOM IT
MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER
BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THE
TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED
ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.
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,
sold, resold or delivered, directly or indirectly, in or into the
United States, except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act. No public offering of the Placing Shares is being
made in the United States. The Placing (as defined below) is being
made solely outside the United States to persons in offshore
transactions (as defined in Regulation S) meeting the requirements
of Regulation S. Persons receiving this Announcement (including
custodians, nominees and trustees) must not forward, distribute,
mail or otherwise transmit it in or into the United States or use
the United States mails, directly or indirectly, in connection with
the Placing.
This Announcement does not constitute an offer to sell or issue
or a solicitation of an offer to buy or subscribe for Placing
Shares in any jurisdiction including, without limitation, the
United States, Canada, Australia, Japan, the Republic of South
Africa or any other jurisdiction in which such offer or
solicitation is or may be unlawful (a "Prohibited Jurisdiction").
This Announcement and the information contained herein are not for
publication or distribution, directly or indirectly, to persons in
a Prohibited Jurisdiction unless permitted pursuant to an exemption
under the relevant local law or regulation in any such
jurisdiction. No action has been taken by Arden, BMO, 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 publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required. Persons
receiving this Announcement are required to inform themselves about
and to observe any such restrictions.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Announcement should seek appropriate advice before taking
any action.
Any indication in this Announcement of the price at which the
Existing Ordinary Shares have been bought or sold in the past
cannot be relied upon as a guide to future performance. Persons
needing advice should consult an independent financial adviser.
By participating in the Placing, each person who is invited to
and who chooses to participate in the Placing (a "Placee") by
making or accepting an oral and/or written legally binding offer to
subscribe for Placing Shares is deemed to have read and understood
this Announcement in its entirety (including this Appendix) and to
be providing the representations, warranties, undertakings,
agreements and acknowledgements contained herein.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR
PLACING SHARES.
A Circular explaining the background to and reasons for the
Placing and containing the Notice of General Meeting is expected to
be posted to shareholders following the closure of the Bookbuilding
Process. A copy of the Circular and Notice of General Meeting will
thereafter be made available on the Company's website
www.jerseyoilandgas.com.
Details of the Placing Agreement and the Placing Shares
The Joint Brokers are acting as joint bookrunners and joint
brokers for the purposes of the Placing and have entered into the
Placing Agreement with the Company under which they have severally
agreed to use their respective reasonable endeavours to procure
Placees to subscribe for Placing Shares in the Placing on the terms
and subject to the conditions set out therein. The Joint Brokers
are acting as agents of the Company and for no one else in
connection with the Placing.
Subject to fulfilment or, where applicable, waiver of the
conditions referred to below under "Conditions of the Placing" and
to the Placing not being terminated on the basis referred to below
under the "Right to terminate", the Placing Shares will be allotted
and issued to the Placees on Admission.
The Placing is not being underwritten.
The Placing Shares will, when issued, be subject to the articles
of association of the Company, credited as fully paid and rank pari
passu in all respects with each other and with the Existing
Ordinary Shares, including the right to receive all dividends and
other distributions declared, made or paid in respect of the
Ordinary Shares after the date of issue of the Placing Shares.
The Placing Shares will be issued free of any encumbrance, lien
or other security interest.
Application for Admission
Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to AIM. Subject to the satisfaction
of the Conditions, it is expected that Admission will take place
and dealings in the Placing Shares will commence on AIM at 8.00
a.m. on 10 November 2017.
Bookbuild
Commencing today, the Joint Brokers will be conducting an
accelerated bookbuilding process (the "Bookbuilding Process") to
determine demand for participation in the Placing by Placees. This
Announcement gives details of the terms and conditions of, and the
mechanics of participation in, the Placing. However, the Joint
Brokers, with the agreement of the Company will be entitled to
effect the Placing by such alternative method to the Bookbuilding
Process as they may determine in their sole discretion. No
commissions will be paid by or to Placees in respect of any
participation in the Placing or subscription for Placing Shares.
The Placing is not being underwritten.
Participation in, and principal terms of, the Bookbuilding
Process
Participation in the Placing is by invitation only and will only
be available to persons who are Relevant Persons and who may
lawfully be, and are, invited to participate by either of the Joint
Brokers. The Joint Brokers and each of their Affiliates are
entitled to participate as Placees in the Bookbuilding Process.
The book for the Placing will open with immediate effect. The
Bookbuilding Process is expected to close not later than 5.30 p.m.
(London) today, but may be closed at such earlier or later time as
the Joint Brokers, in their absolute discretion, determine. Further
announcements will be made following the closure of the
Bookbuilding Process detailing the results of the Bookbuilding
Process and the despatch of the Circular.
A bid in the Bookbuilding Process may only be made on the terms
and conditions in this Announcement and will be legally binding on
the Placee on behalf of which it is made and, except with the Joint
Brokers' consent, will not be capable of variation or revocation
after the close of the Bookbuilding Process.
A Placee who wishes to participate in the Bookbuilding Process
should communicate its bid by telephone to its usual sales contact
at Arden or BMO. Arden or BMO will contact and confirm orally to
their respective successful Placees following the close of the
Bookbuilding Process the size of their respective allocations and a
trade confirmation will be despatched as soon as possible
thereafter. Arden's and/or BMO's oral confirmation of the size of
allocations and each Placee's oral commitments to accept the same
will constitute an irrevocable legally binding agreement in favour
of the Company pursuant to which each such Placee will be required
to accept the number of Placing Shares allocated to the Placee at
the Issue Price and otherwise on the terms and subject to the
conditions set out herein and in accordance with the Company's
articles of association. Each Placee's allocation and commitment
will be evidenced by a trade confirmation issued to such Placee by
Arden. The terms of this Appendix will be deemed incorporated in
that trade confirmation.
The Joint Brokers reserve the right to scale back the number of
Placing Shares to be subscribed by any Placee in the event that the
Placing is oversubscribed. The Joint Brokers also reserve the right
not to accept offers to subscribe for Placing Shares or to accept
such offers in part rather than in whole. The acceptance and, if
applicable, scaling back of offers shall be at the absolute
discretion of the Joint Brokers.
Each Placee's obligations will be owed to the Company and to the
Joint Brokers. Following the oral confirmation referred to above,
each Placee will have, an immediate, separate, irrevocable and
binding obligation, owed to Arden (as settlement agent) and to the
Company to pay to Arden (or as Arden may direct) in cleared funds
an amount equal to the product of the Issue Price and the number of
Placing Shares allocated to such Placee.
To the fullest extent permissible by law, none of the Company,
the Joint Brokers, any of their respective Affiliates nor any
person acting on their behalf shall have any liability to Placees
(or to any other person whether acting on behalf of a Placee or
otherwise). In particular, neither the Company, the Joint Brokers
nor any of their respective Affiliates nor any person acting on
their behalf shall have any liability (including, to the extent
legally permissible, any fiduciary duties), in respect of the
conduct of the Bookbuilding Process or of such alternative method
of effecting the Placing as the Joint Brokers, with the agreement
of the Company, may in their sole discretion determine.
All obligations of the Joint Brokers under the Placing will be
subject to fulfilment of the Conditions.
Conditions of the Placing
The Placing has not been underwritten and is conditional, inter
alia, upon:
(a) the passing of the Resolutions at the General Meeting or any adjournment thereof;
(b) the Placing Agreement becoming unconditional in all respects
(other than Admission) and not having been terminated in accordance
with its terms; and
(c) Admission occurring by not later than 8:00 a.m. 10 November
2017 (or such later time and/or date as the Company and the Joint
Brokers may agree, being not later than 4:30 p.m. on 24 November
2017.
If the Conditions are not fulfilled (or to the extent permitted
under the Placing Agreement waived by the Joint Brokers), the
Placing will lapse and each Placee's rights and obligations
hereunder shall cease and determine at such time and no claim may
be made by a Placee in respect thereof. Neither Arden, nor BMO, nor
any of their respective Affiliates 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 it or they may make as to
whether or not to waive or to extend the time and/or date for the
satisfaction of any Condition.
By participating in the Placing, each Placee agrees that its
rights and obligations hereunder terminate only in the
circumstances described below under the heading "Right to
terminate".
Right to terminate
The Joint Brokers may, at any time before Admission and in their
absolute discretion (following consultation with the Company to the
extent practicable), terminate the Placing with immediate effect
if, amongst other things:
1. there has occurred any material adverse change affecting the
financial, operational or legal condition or the earnings or
business affairs or prospects of the Company and its subsidiaries;
or
there has occurred any development which may result in a
material adverse change in, the financial position or condition
(financial, operational, regulatory, legal or otherwise), earnings,
business, assets, management, operations, properties or performance
or prospects of the Group or any development which may result in a
material adverse change in, national or international political,
military (including an outbreak or escalation of hostilities)
diplomatic, economic, financial or market conditions and/or act of
God, or trading is suspended in securities generally on the London
Stock Exchange or any other major financial market or trading is
limited or minimum or maximum prices have been required on any such
exchange by any of such exchanges or by such system or by order of
any governmental authority, or a banking moratorium is declared in
the UK, any other EEA State or the United States or there is
material disruption to any commercial banking or securities
settlement services in the UK or any other EEA State.
By participating in the Placing, each Placee agrees with the
Joint Brokers that the exercise by the Joint Brokers of any right
of termination or other discretion under these terms and conditions
shall be within the absolute discretion of the Joint Brokers and
that the Joint Brokers need not make any reference to the Placees
in this regard and that, to the fullest extent permitted by law,
neither of Arden nor BMO, nor any of their respective Affiliates
nor any person acting on their behalf shall have any liability
whatsoever to the Placees in connection with any such exercise or
failure to so exercise.
No Prospectus
No offering document or prospectus has been or will be prepared
in relation to the Placing and no such prospectus is required (in
accordance with the Prospectus Directive) to be published or
submitted to be approved by the FCA and Placees' commitments will
be made solely on the basis of the information contained in this
Announcement and any information previously published by or on
behalf of the Company by notification to a Regulatory Information
Service.
Each Placee, by accepting a participation in the Placing,
confirms to Arden, BMO and the Company that it has neither received
nor relied on any information, representation, warranty or
statement made by or on behalf of Arden and/or BMO (other than the
amount of the relevant Placing participation in the oral
confirmation given to Placees and the trade confirmation referred
to below), any Arden Affiliate, any BMO Affiliate, any persons
acting on their behalf or the Company and none of Arden, BMO, any
Arden Affiliate, any BMO Affiliate, the Company's Affiliates nor
any persons acting on their behalf will be liable for the decision
of any Placee to participate in the Placing based on any other
information, representation, warranty or statement which the Placee
may have obtained or received (regardless of whether or not such
information, representation, warranty or statement was given or
made by or on behalf of any such persons). By participating in the
Placing, each Placee acknowledges to and agrees with each of the
Joint Brokers that, except in relation to the information contained
in this Announcement, it has relied on its own investigation of the
business, financial or other position of the Company in deciding
whether to participate in the Placing. Nothing in this paragraph
shall exclude the liability of any person for fraudulent
misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares following
Admission will take place within the CREST system, using the DVP
mechanism, subject to certain exceptions. Arden, as settlement
agent, reserves the right to require settlement for and delivery of
the Placing Shares to Placees by such other means as it deems
necessary, if delivery or settlement is not possible or practicable
within the CREST system within the timetable set out in this
Announcement or would not be consistent with the regulatory
requirements in the Placee's jurisdiction.
The expected timetable for settlement will be as follows:
Trade Date: 9 November 2017
Settlement Date: 10 November 2017
ISIN Code: GB00BYN5YK77
SEDOL: BYN5YK7
Deadline for input instruction 3.00 p.m. on 9
into CREST: November 2017
CREST ID for Arden: DAQAQ
Each Placee allocated Placing Shares in the Placing will be sent
a trade confirmation stating the number of Placing Shares allocated
to it, the Issue Price, the aggregate amount owed by such Placee
and settlement instructions. Placees should settle against the
Arden CREST ID shown above. Subject to satisfaction of the
Conditions, it is expected that such trade confirmation will be
despatched on the expected trade date shown above. Each Placee
agrees that it will do all things necessary to ensure that delivery
and payment is completed in accordance with either the standing
CREST or certificated settlement instructions which it has in place
with Arden.
It is expected that settlement will take place on the Settlement
Date shown above on a DVP basis in accordance with the instructions
set out in the trade confirmation unless otherwise notified by
Arden.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above the base rate of
Barclays Bank Plc.
Each Placee is deemed to agree that if it does not comply with
these obligations, either of the Joint Brokers may sell any or all
of the Placing Shares allocated to the Placee on such Placee's
behalf and retain from the proceeds, for the relevant Joint
Broker's own account and profit, an amount equal to the aggregate
amount owed by the Placee plus any interest due. The Placee will,
however, remain liable for any shortfall below the aggregate amount
owed by such Placee and it 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, the Placee should ensure that the trade
confirmation is copied and delivered immediately to the relevant
person within that organisation.
Insofar as Placing Shares are registered in the Placee's name or
that of its nominee or in the name of any person for whom the
Placee is contracting as agent or that of a nominee for such
person, such Placing Shares will, subject as provided below, be so
registered free from any liability to PTM levy, stamp duty or stamp
duty reserve tax. If there are any circumstances in which any other
stamp duty or stamp duty reserve tax is payable in respect of the
issue of the Placing Shares, neither of the Joint Brokers shall be
responsible for the payment thereof. Placees will not be entitled
to receive any fee or commission in connection with the
Placing.
Representations, warranties and terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf):
1. represents and warrants that it has read and understood this
Announcement in its entirety (including this Appendix) and
acknowledges that its participation in the Placing and the issue of
the Placing Shares will be governed by the terms of this
Announcement (including this Appendix);
2. acknowledges that no prospectus or offering document has been
or will be prepared in connection with the Placing and it has not
received and will not receive a prospectus or other offering
document in connection with the Bookbuilding Process, the Placing
or the Placing Shares;
3. agrees to indemnify on an after-tax basis and hold harmless
each of the Company and the Joint Brokers and each of their
respective Affiliates and any person acting on their behalf from
any and all costs, losses, claims, liabilities and expenses
(including legal fees and expenses) arising out of or in connection
with any breach of the representations, warranties,
acknowledgements, agreements and undertakings in this Announcement
and further agrees that the provisions of this Announcement shall
survive after completion of the Placing;
4. acknowledges that the Placing Shares will be admitted to AIM
and the Company is therefore required to publish certain business
and financial information in accordance with AIM Rule 26 and other
applicable laws and regulations (the "Exchange Information"), which
includes a description of the nature of the Company's business, the
Company's most recent annual report and interim financial
statements, the most recent admission document, and the Company's
announcements and circulars published in the past 12 months', and
that the Placee is able to obtain or access this Exchange
Information without undue difficulty and is aware of the contents
of this Exchange Information;
5. acknowledges that neither of the Joint Brokers, nor their
Affiliates nor any person acting on their behalf has provided, and
will not provide, it with any material or information regarding the
Placing Shares or the Company (other than this Announcement); nor
has it requested either of the Joint Brokers, any of their
Affiliates or any person acting on their behalf to provide it with
any such material or information;
6. acknowledges that (i) neither of the Joint Brokers nor any of
their Affiliates nor any person acting on behalf of any of them is
making any recommendations to it, advising it regarding the
suitability of any transactions it may enter into in connection
with the Placing and that participation in the Placing is on the
basis that it is not and will not be a client of either of the
Joint Brokers and that the Joint Brokers do not have any duties or
responsibilities to it for providing the protections afforded to
their clients or for providing advice in relation to the Placing
nor for the exercise or performance of any of their rights and
obligations hereunder including any rights to waive or vary any
conditions or exercise any right of termination, and (ii) neither
it nor, as the case may be, its clients expect either of the Joint
Brokers to have any duties or responsibilities to it similar or
comparable to the duties of "best execution" and "suitability"
imposed by the Conduct of Business Sourcebook contained in the
FCA's Handbook of Rules and Guidance, and that the Joint Brokers
are not acting for it or its clients, and that neither of the Joint
Brokers will be responsible to any person for providing protections
afforded to its clients;
7. represents, warrants and agrees that the only information on
which it is entitled to rely and on which such Placee has relied in
committing to subscribe for the Placing Shares is contained in this
Announcement and any Exchange Information, 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 the Placing Shares
and acknowledges that it is not relying on any other information or
representations made to it, express or implied, with respect
thereto;
8. acknowledges that: (a) it has knowledge and experience in
financial, business and international investment matters as is
required to evaluate the merits and risks of subscribing for the
Placing Shares; (b) it is experienced in investing in securities of
this nature and is aware that it may be required to bear, and is
able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the Placing; and (c) it has had
sufficient time to consider and conduct its own investigation in
connection with its subscription for the Placing Shares, including
all tax, legal and other economic considerations and has relied
upon its own examination of, and due diligence on, the Company, and
the terms of the Placing, including the merits and risks
involved;
9. unless paragraph 10 applies, represents and warrants that it
has neither received nor relied on any inside information (for the
purposes of MAR and section 56 of the Criminal Justice Act 1993) in
accepting its invitation to participate in the Placing;
10. acknowledge and agrees that, if it has received any inside
information (for the purposes of MAR and section 56 of the Criminal
Justice Act 1993) in relation to the Company and its securities in
advance of the Bookbuild and the Placing, it confirms that it has
received such information within the market soundings regime
provided for in Article 11 of MAR and that it has not: (a) dealt
(or attempted to deal) in the securities of the Company; (b)
encouraged, recommended or induced another person to deal in the
securities of the Company; (c) unlawfully disclosed inside
information to any person, prior to the information being made
available publically;
11. acknowledges that it is not entitled to rely on any
information (including, without limitation, any information
contained in any management or investor presentation given in
relation to the Placing) other than that contained in this
Announcement (including this Appendix) and in Exchange Information
and represents and warrants that it has not relied on any
representations relating to the Placing, the Placing Shares or the
Company other than the information contained in this Announcement
and in Exchange Information;
12. represents and warrants that (i) it is entitled to acquire
the Placing Shares for which it is subscribing under the laws and
regulations of all relevant jurisdictions which apply to it; (ii)
it has fully observed such laws and regulations and obtained all
such governmental and other guarantees and other consents and
authorities which may be required or necessary in connection with
its subscription for Placing Shares and its participation in the
Placing and has complied with all other necessary formalities in
connection therewith; (iii) it has all necessary capacity to commit
to its participation in the Placing and to perform its obligations
in relation thereto and will honour such obligations; (iv) it has
paid any issue, transfer or other taxes due in connection with its
subscription for Placing Shares and its participation in the
Placing in any territory; and (v) it has not taken any action which
will or may result in the Company, Arden, BMO, or any Arden
Affiliate, any BMO Affiliate, or any of the Company's Affiliates or
any person acting on their behalf being in breach of the legal
and/or regulatory requirements of any territory in connection with
the Placing;
13. represents and warrants that it understands that 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 are not being offered or sold
within the United States, except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act;
14. represents and warrants that its acquisition of the Placing
Shares has been or will be made in an "offshore transaction" as
defined in and pursuant to Regulation S;
15. represents and warrants that it will not offer or sell,
directly or indirectly, any of the Placing Shares in the United
States except in accordance with Regulation S or pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act;
16. represents and warrants that, if it is a financial
intermediary, as that term is used in Article 3(2) of the
Prospectus Directive, the Placing Shares purchased by it in the
Placing will not be acquired on a non-discretionary basis on behalf
of, nor will they be acquired with a view to their offer or resale
to, persons in a member state of the European Economic Area which
has implemented the Prospectus Directive other than "qualified
investors" as defined in Article 2.1(e) of the Prospectus
Directive, or in circumstances in which the prior consent of the
Joint Brokers has been given to such an offer or resale;
17. represents and warrants that it has not offered or sold and
will not offer or sell any Placing Shares to the public in any
member state of the European Economic Area, except in circumstances
falling within Article 3(2) of the Prospectus Directive which do
not result in any requirement for the publication of a prospectus
pursuant to Article 3 of the Prospectus Directive;
18. 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 FSMA) relating to the
Placing Shares in circumstances in which it is permitted to do so
pursuant to section 21 of FSMA;
19. represents and warrants that it has complied and will comply
with all applicable provisions of FSMA with respect to anything
done by it in relation to the Placing Shares in, from or otherwise
involving, the United Kingdom;
20. represents and warrants that it has complied with its
obligations: (i) under the Criminal Justice Act 1993 and the Market
Abuse Regulation (EU 596/2014); (ii) in connection with money
laundering and terrorist financing under the Proceeds of Crime Act
2002 (as amended), the Terrorism Act 2000, the Terrorism Act 2006,
the Anti-Terrorism Crime and Security Act 2001, the
Counter-Terrorism Act 2008, , the Money Laundering, Terrorist
Financing and Transfer of Funds (Information on the Payer)
Regulations 2017 and that it is not a person: (a) with whom
transactions are prohibited under the Foreign Corrupt Practices Act
1977 or any economic sanction programmes administered by, or
regulations promulgated by, the Office of Foreign Assets Control of
the U.S. Department of the Treasury; (b) named on the Consolidated
List of Financial Sanctions Targets maintained by HM Treasury of
the United Kingdom; or (c) subject to financial sanctions imposed
pursuant to a regulation of the European Union or a regulation
adopted by the United Nations ((i), (ii), (a) and (b), together,
the "Regulations") and rules and guidance on anti-money laundering
produced by the Financial Conduct Authority ("FCA") and, if it is
making payment on behalf of a third party, that satisfactory
evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations;
21. if in a Member State of the EEA (other than the United
Kingdom), represents and warrants that it is a qualified investor
(within the meaning of Article 2.1 (e) of the Prospectus Directive
as applicable to that Member State);
22. if in the United Kingdom, represents and warrants that: (A)
(a) it is a qualified investor (as defined in section 86(7) of
FSMA) and (b) it is a person: (i) having professional experience in
matters relating to investments who falls within the definition of
"investment professionals" in Article 19(5) of the FPO; or (ii) who
falls within Article 49(2) (a) to (d) ("High Net Worth Companies,
Unincorporated Associations etc.") of the FPO; or (iii) falls
within Article 43 of the FPO (being, among other things, a member
of the Company); or (B) if not a person meeting the criteria of a
qualified investor (as defined in Section 86(7) of FSMA), it is a
person falling within the criteria set out in paragraphs (i), (ii)
or (iii) of sub- paragraph (A) (b) of this paragraph 22; or (C) if
not a person meeting the criteria set out in sub-paragraphs (A) or
(B) of this paragraph 22, he or she is a director of the Company at
the time of the Placing; or (D) it is person to whom this
Announcement may otherwise lawfully be communicated;
23. represents and warrants that its participation in the
Placing would not give rise to an offer being required to be made
by it or any person with whom it is acting in concert pursuant to
Rule 9 of the City Code on Takeovers and Mergers;
24. undertakes that it (and any person acting on its behalf)
will pay for the Placing Shares acquired by it in accordance with
this Announcement and with any trade confirmation sent by Arden
and/or BMO (or on its or their behalf) to it in respect of its
allocation of Placing Shares and its participation in the Placing
on the due time and date set out herein against delivery of such
Placing Shares to it, failing which the relevant Placing Shares may
be placed with other Placees or sold as either of the Joint Brokers
may, in its absolute discretion, determine and it will remain
liable for any shortfall below the net proceeds of such sale and
the placing proceeds of such Placing Shares and may be required to
bear any stamp duty or stamp duty reserve tax (together with any
interest or penalties due pursuant to the terms set out or referred
to in this Announcement) which may arise upon the sale of such
Placee's Placing Shares on its behalf;
25. acknowledges that neither of the Joint Brokers, nor any of
their Affiliates nor any person acting on their behalf is making
any recommendations to it or advising it regarding the suitability
or merits of any transaction it may enter into in connection with
the Placing, and acknowledges that neither of the Joint Brokers,
nor any of their Affiliates nor any person acting on their behalf
has any duties or responsibilities to it for providing advice in
relation to the Placing or in respect of any of the
representations, warranties, undertakings or indemnities contained
in the Placing Agreement or for the exercise or performance of
either of the Joint Broker's rights and obligations thereunder,
including any right to waive or vary any condition or exercise any
right of termination contained herein or in the Placing
Agreement;
26. undertakes that (i) the person whom it specifies for
registration as holder of the Placing Shares will be (a) the Placee
or (b) the Placee's nominee, as the case may be, (ii) neither
Arden, nor BMO, nor any Arden Affiliate, nor any BMO Affiliate, 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 and (iii) the Placee and any person acting on its
behalf agrees to acquire the Placing Shares on the basis that the
Placing Shares will be allotted to the CREST stock account of Arden
which will hold them as settlement agent as nominee for the Placee
until settlement in accordance with its standing settlement
instructions with payment for the Placing Shares being made
simultaneously upon receipt of the Placing Shares in the Placee's
stock account on a DVP basis;
27. acknowledges that it irrevocably appoints any director of
Arden or of BMO as its agent for the purposes of executing and
delivering to Arden and/or BMO and/or the Company's registrar any
documents on its behalf necessary to enable it to be registered as
the holder of any of the Placing Shares agreed to be taken up by it
under the Placing;
28. represents and warrants that it is not a resident of any
Prohibited Jurisdiction and acknowledges that the Placing Shares
have not been and will not be registered nor will a prospectus be
cleared or approved in respect of the Placing Shares under the
securities legislation of any Prohibited Jurisdiction and, subject
to certain exceptions, may not be offered, sold, taken up,
renounced, delivered or transferred, directly or indirectly, within
any Prohibited Jurisdiction;
29. represents and warrants that any person who confirms to the
Joint Brokers (or either of them) on behalf of a Placee an
agreement to subscribe for Placing Shares and/or who authorises the
Joint Brokers (or either of them) to notify the Placee's name to
the Company's registrar, has authority to do so on behalf of the
Placee;
30. acknowledges that the agreement to settle each Placee's
acquisition of Placing Shares (and/or the acquisition of a person
for whom it is contracting as agent) free of stamp duty and stamp
duty reserve tax depends on the settlement relating only to an
acquisition by it and/or such person direct from the Joint Brokers
(or either of them) of the Placing Shares in question. Such
agreement assumes that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
issue or transfer the Placing Shares into a clearance service. If
there were any such arrangements, or the settlement related to
other dealings in the Placing Shares, stamp duty or stamp duty
reserve tax may be payable, for which neither the Company, nor
Arden, nor BMO, nor any Arden Affiliates, nor any BMO Affiliate
will be responsible. If this is the case, the Placee should take
its own advice and notify Joint Brokers (or either of them)
accordingly;
31. acknowledges that when a Placee or any person acting on
behalf of the Placee is dealing with either of the Joint Brokers,
any money held in an account with the relevant Joint Broker 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 relevant rules and regulations of the FCA. 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 in accordance with the client money rules
and will be used by the relevant Joint Broker in the course of its
business; and the Placee will rank only as a general creditor of
the relevant Joint Broker (as the case may be);
32. acknowledges and agrees that in order to ensure compliance
with the Money Laundering Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017, Arden, BMO or the
Company's registrars may, in their absolute discretion, require
verification of its identity. Pending the provision to Arden, BMO
or the Company's registrars, as applicable, of evidence of
identity, definitive certificates in respect of the Placing Shares
may be retained at the Joint Brokers absolute discretion or, where
appropriate, delivery of the Placing Shares to it in uncertificated
form may be delayed at the absolute discretion of Arden, BMO, or
the Company's registrars (as the case may be). If within a
reasonable time after a request for verification of identity Arden,
BMO or the Company's registrars (as the case may be) have not
received evidence satisfactory to them, Joint Brokers (or either of
them) may, at their absolute discretion, terminate its commitment
in respect of the Placing, in which event the monies payable on
acceptance of allotment will, if already paid, be returned without
interest to the account of the drawee's bank from which they were
originally debited;
33. acknowledges that the basis of allocation will be determined
by the relevant Joint Brokers at their absolute discretion after
consultation with the Company and that the right is reserved to
reject in whole or in part and/or scale back any participation in
the Placing;
34. irrevocably authorises Arden or BMO or any of their
respective Affiliates to produce this Announcement pursuant to, in
connection with, or as maybe required by any applicable law or
regulation, administrative or legal proceeding or official inquiry
with respect to the matters set forth herein;
35. acknowledges and agrees that time is of the essence as
regards its obligations under this Appendix;
36. acknowledges and agrees that any document that is to be sent
to it in connection with the Placing will be sent at its risk and
may be sent to it at any address provided by it to the Joint
Brokers (or either of them);
37. acknowledges and agrees that it will be bound by the terms
of the articles of association of the Company; and
38. acknowledges and understands that the Company, Arden,
Arden's Affiliates, BMO and their respective Affiliates and others
will rely upon the truth and accuracy of the foregoing
representations, warranties, agreements, undertakings and
acknowledgements;
39. acknowledges and agrees that these terms and conditions in
this Appendix and all documents into which this Appendix is
incorporated by reference or otherwise validly forms a part and/or
any agreements entered into pursuant to these terms and conditions
and all agreements to acquire shares pursuant to the Placing and,
any non-contractual obligations arising out of or in connection
with such arrangements will be governed by and construed 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 English courts in relation to 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, Arden or BMO 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.
The acknowledgements, agreements, undertakings, representations
and warranties referred to above are given to the Company, the
Joint Brokers and, where relevant, each of their Affiliates and any
person acting on their behalf and are irrevocable.
No claim shall be made against the Company, the Joint Brokers,
any of their respective Affiliates or any other person acting on
their behalf by a Placee to recover any damage, cost, loss, charge
or expense which it may suffer or incur by reason of or arising
from the exercise of any rights available to it pursuant hereto or
the performance of its obligations hereunder or otherwise in
connection with the Placing or Admission.
No UK stamp duty or stamp duty reserve tax should be payable to
the extent that the Placing Shares are issued or transferred (as
the case may be) into CREST to, or to the nominee of, a Placee who
holds those shares beneficially (and not as agent or nominee for
any other person) within the CREST system and registered in the
name of such Placee or such Placee's nominee.
Any arrangements to issue or transfer the Placing Shares into a
depositary receipts system or a clearance service or to hold the
Placing Shares as agent or nominee of a person to whom a depositary
receipt may be issued or who will hold the Placing Shares in a
clearance service, or any arrangements subsequently to transfer the
Placing Shares, may give rise to stamp duty and/or stamp duty
reserve tax, for which neither the Company, nor Arden, nor BMO nor
any of their respective Affiliates will be responsible and the
Placee to whom (or on behalf of whom, or in respect of the person
for whom it is participating in the Placing as an agent or nominee)
the allocation, allotment, issue or delivery of Placing Shares has
given rise to such stamp duty or stamp duty reserve tax undertakes
to pay such stamp duty or stamp duty reserve tax forthwith and to
indemnify on an after-tax basis and to hold harmless each of the
Company, Arden, BMO and any of their respective Affiliates in the
event that any of them has incurred any such liability to stamp
duty or stamp duty reserve tax.
In addition, Placees should note that they will be liable for
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
acquisition by them of any Placing Shares or the agreement by them
to acquire any Placing Shares.
Times and dates in this Announcement may be subject to
amendment. The Joint Brokers (or either of them) shall notify the
Placees and any person acting on behalf of the Placees of any such
changes.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that either of the Joint Brokers or any of
its respective Affiliates may, at its absolute discretion, agree to
become a Placee in respect of some or all of the Placing
Shares.
The rights and remedies of the Company, Arden and BMO and their
respective Affiliates under these terms and conditions are in
addition to any rights and remedies which would otherwise be
available to each of them and the exercise or partial exercise or
partial exercise of one will not prevent the exercise of
others.
Each Placee may be asked to disclose in writing or orally to
Arden or BMO and, if so, undertakes to provide:
1. if he is an individual, his nationality;
2. if he is a discretionary fund manager, the jurisdiction in
which the funds are managed or owned; and
3. such other "know your client" information as Arden or BMO may reasonably request.
References to time in this Announcement are to London time,
unless otherwise stated.
DEFINITIONS
The following definitions apply throughout this Announcement
unless the context otherwise requires:
"Act" the Companies Act 2006 (as amended)
"Admission" the admission of the New Ordinary
Shares to trading on AIM becoming
effective in accordance with the
AIM Rules
"Affiliates" 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 Rules" the AIM Rules for Companies published
by the London Stock Exchange from
time to time
"AIM" the market of that name operated
by the London Stock Exchange
"Announcement" this announcement, including the
Appendix
"Applicant" a Qualifying Participant who lodges
an Application Form under the Offer
"Application the application form relating to
Form" the Offer to be provided to Shareholders
together with the Circular for
use by Qualifying Participants
to apply for Offer Shares pursuant
to the Offer
"Appendix" the appendix to this Announcement
"Arden" or Arden Partners plc, a public limited
"Arden Partners" company incorporated in England
& Wales under the registered number
04427253 and having its registered
office at 5 George Road, Edgbaston,
Birmingham B15 1NP, the Company's
joint bookrunner and joint broker
for the purposes of the Placing
and Admission
"Articles" the articles of association of
the Company (as amended from time
to time)
"BMO Capital BMO Capital Markets Limited, a
Markets" or "BMO" private limited company incorporated
in England and Wales under the
registered number 029282224 and
having its registered office at
95 Queen Victoria Street, London,
EC4V 4HG, the Company's joint bookrunner
and joint broker for the purposes
the Placing and Admission
"Board" or the directors of the Company or
"Directors" any duly authorized committee thereof
"Business Day" any day on which banks are usually
open for business in England and
Wales for the transaction of sterling
business, other than a Saturday,
Sunday or public holiday
"certificated" an Ordinary Share recorded on the
or "in certificated Company's share register as being
form" held in certificated form (namely,
not in CREST)
"Circular" the circular in relation to the
Placing, the Offer and the General
Meeting to be dispatched to Shareholders
"Company" Jersey Oil and Gas plc
"Companies Act" the Companies Act 2006, as amended
"Conditions" the conditions of the Placing as
set out in the Placing Agreement
and summarised in the Appendix
to this Announcement
"CREST" the relevant system (as defined
in the CREST Regulations being
SI 2001/3755 as amended from time
to time) in respect of which Euroclear
UK & Ireland is the operator (as
defined in the said CREST regulations)
"DVP" delivery versus payment
"Enlarged Issued the Ordinary Shares in issue immediately
Share Capital" following Admission, comprising
the Existing Ordinary Shares and
the New Ordinary Shares
"Existing Ordinary the 9,950,786 Ordinary Shares with
Shares" or "Existing voting rights in issue at the date
Issued Share of this Announcement
Capital"
"Form of Proxy" the form of proxy for use by Shareholders
in relation to the General Meeting
"FCA" the Financial Conduct Authority
in the UK or its successor from
time to time
"FPSO" floating production, storage, and
offloading vessel
"FSMA" the Financial Services and Markets
Act 2000, as amended
"General Meeting" the general meeting of the Company
to be convened for12 noon on 9
November 2017 or any adjournment
thereof in order to consider, and
if thought fit pass, the Resolutions
"Group" the Company and its existing subsidiaries
and subsidiary undertakings
"Issue Price" the price per New Ordinary Share
to be determined pursuant to the
Bookbuild
"Joint Brokers" Arden and BMO
"London Stock London Stock Exchange plc
Exchange"
"MAR" the Market Abuse Regulation (EU
No 596/2014) and all delegated
regulations, technical standards
and guidance relating thereto
"New Ordinary together, the Placing Shares and
Shares" the Offer Shares
"Notice" the notice of the General Meeting
to be set out in the Circular
"Offer" the conditional invitation to Qualifying
Participants to apply for the Offer
Shares at the Issue Price on the
terms and conditions proposed to
be outlined in the Circular and
the Application Form
"Offer Maximum" the aggregate maximum subscription
under the Offer (before expenses)
of GBP4.0 million
"Offer Shares" the Ordinary Shares proposed to
be offered to Qualifying Participants
pursuant to the Offer
"Ordinary Shares" ordinary shares of 1 pence each
in the capital of the Company
"Overseas Shareholders" holders of Existing Ordinary Shares
who are neither resident in, nor
have a registered address in, the
UK
"pence" pence sterling, the lawful currency
of the UK
"Placees" those persons procured by the Company
who subscribe for Placing Shares
pursuant to the Placing
"Placing" the proposed placing of the Placing
Shares at the Issue Price
"Placing Agreement" the placing agreement dated 20
October 2017 between the Company
and the Joint Brokers relating
to the Placing
"Placing Shares" the new Ordinary Shares to be issued
pursuant to the Placing
"Prospectus Directive" the Directive of the European Parliament
and of the Council of the European
Union 2003/71/EC
"PTM levy" a flat rate charge of GBP1.00 on
all share trades in excess of GBP10,000
"Qualifying Participants" subject to any restrictions imposed
on Overseas Shareholders, holders
of Existing Ordinary Shares whose
names appear on the register of
members of the Company on the Record
Date as holders of Existing Ordinary
Shares and who are eligible to
be offered Offer Shares under the
Offer in accordance with the terms
and conditions proposed to be set
out in the Circular and the Application
Form and for the avoidance of doubt
the Offer is not being made to
persons in Restricted Jurisdictions
"Record Date" shall have the meaning to be ascribed
to in the Circular
"Regulation S" Regulation S under the Securities
Act
"Resolutions" the resolutions to be proposed
at the General Meeting, which will
be set out in the Notice
"Regulatory Information has the meaning given to it in
Service" the AIM Rules
"Restricted jurisdictions" the United States, Australia, Canada,
Japan, Republic of South Africa
and any other jurisdiction where
the extension or availability of
the Offer would breach any applicable
law
"Securities Act" the United States Securities Act
of 1933, as amended
"Shareholders" the holders of Existing Ordinary
Shares or Ordinary Shares (as the
context requires) at the relevant
time
"Strand Hanson" Strand Hanson Limited, nominated
adviser to the Company
"UKCS" the United Kingdom Continental
Shelf
"United Kingdom" the United Kingdom of Great Britain
or "UK" and Northern Ireland
"United States" the United States of America, its
or "US" territories and possessions, any
state of the United States of America
and the District of Columbia and
any other area subject to its jurisdiction
"US Person" has the meaning set out in Regulation
S of the Securities Act
"GBP" pounds sterling, the lawful currency
of the UK
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEGUBDGCGDBGRG
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