TIDM3LEG
RNS Number : 1382I
3Legs Resources plc
09 June 2011
Not for release, publication or distribution directly or
indirectly, in whole or in part, in or into or from the United
States of America (including its territories and possessions, any
state of the United States, and the District of Columbia),
Australia, Canada, Japan or the Republic of South Africa or any
other jurisdiction where to do so would constitute a violation of
the relevant laws of such jurisdiction.
For Immediate Release
9 June 2011
3Legs Resources plc
Announcement of Offer Price of 190 pence per share
3Legs Resources plc (the "Company"), a company focussed on the
exploration and development of unconventional oil and gas resources
with a particular focus on shale gas in Europe, today announces the
pricing of the initial public offering of its Ordinary Shares on
the AIM market of the London Stock Exchange (the "Offer").
-- The Offer price has been set at 190 pence per Ordinary Share
(the "Offer Price").
-- Based on the Offer Price, the total market capitalisation at
the commencement of conditional dealings will be approximately
GBP161.1 million.
-- The Offer comprises the sale of 32,894,736 new Ordinary
Shares to be issued by the Company and 7,736,764 existing Ordinary
Shares (prior to the exercise of the Over-allotment Option) to be
sold by certain selling shareholders (the "Selling Shareholders"),
which together represent approximately 47.9 per cent. of the total
of 84,782,544 Ordinary Shares which will be in issue at Admission
(the "Offer Shares").
-- At the Offer Price, the Company expects to raise gross
proceeds of GBP62.5 million and the Selling Shareholders expect to
raise gross proceeds of GBP14.7 million (prior to the exercise of
the Over-allotment Option), making an expected total Offer size of
GBP77.2 million.
-- Immediately following the Offer and Admission, 84,782,544
Ordinary Shares will be in issue.
-- Jefferies International Limited, as Stabilisation Manager,
has been granted an Over-allotment Option by certain of the
Company's significant shareholders over up to 4,404,552 Ordinary
Shares, representing 10.8 per cent. of the Ordinary Shares
comprised in the Offer. The Over-allotment Option is exercisable
for a period of 30 calendar days from today.
-- Conditional dealings are expected to commence on the London
Stock Exchange at 8.00 am today under the ticker symbol 3LEG.
Admission to trading on AIM, a market operated by the London Stock
Exchange and unconditional dealings are expected to commence at
8.00 a.m. on 14 June 2011.
-- Immediately following Admission, the direct and indirect
interests of the major shareholders in the issued share capital of
the Company (who held Ordinary Shares immediately prior to
Admission) will be as follows:
Ordinary Shares immediately Ordinary Shares
following Admission immediately following
(assuming no exercise Admission (assuming the
of the Over-allotment Over-allotment Option
Option) is exercised in full)
No. % No. %
Tomuro Limited
(1) 10,451,220 12.33 8,709,352 10.27
Caithness
Limited (2) 8,882,408 10.48 7,402,008 8.73
Kamlesh Parmar
(3) 3,598,852 4.24 3,398,916 4.01
Roy Grainger
Williams (4) 3,551,744 4.19 3,354,428 3.96
Alexander Fraser
(5) 2,518,852 2.97 2,378,916 2.81
Cheviot
(Nominees)
Limited (6) 1,800,000 2.12 1,500,000 1.77
Discovery
GeoServices
Corporation
(7) 1,727,080 2.04 1,631,132 1.92
Richard Michael
Harris 1,622,712 1.91 1,532,564 1.81
(1) William Jeffcock, who is the son of Robert Jeffcock, is the
beneficial owner of the Ordinary Shares held by Tomuro Limited.
(2) Robert Jeffcock is the beneficial owner of the Ordinary
Shares held by Caithness Limited.
(3) Kamlesh Parmar also holds Share Options over 800,000
Ordinary Shares under the 2007 SOP which are not included in the
above figures.
(4) Roy Williams also personally holds an interest in 79,200
Warrants. Roy Williams also holds an interest in 8,400 Warrants,
through a connected company, Mustardseed Estates Limited, of which
he is a director. Mustardseed Estates Limited also holds 428,000
Ordinary Shares. These interests are not included in the above
figures.
(5) Alexander Fraser also holds Share Options over 800,000
Ordinary Shares under the 2007 SOP which are not included in the
above figures.
(6) Ian McNeil is the beneficial owner of the Ordinary Shares
held by Cheviot (Nominees) Limited.
(7) Michael Lewis, who is chief geologist to, and a consultant
of, the Group, is the owner of Discovery GeoServices
Corporation.
-- Significant Selling Shareholders and the Directors holding in
aggregate 40,510,128 Ordinary Shares prior to Admission (prior to
any disposal of Ordinary Shares by such Shareholders in the Offer
and assuming no exercise of the Over-allotment Option) representing
approximately 78.1 per cent. of the Existing Share Capital of the
Company are subject to lock-in arrangements for a period of 365
days from Admission. These Significant Shareholders include the
senior managers and consultants to the Company and each Shareholder
holding more than 2.0 per cent. of the ordinary share capital in
issue immediately prior to Admission and prior to any disposal of
Ordinary Shares in the Offer. Following the disposal of Ordinary
Shares in the Offer (assuming no exercise of the Over-allotment
Option) 36,577,392 Ordinary Shares held by the Significant Selling
Shareholders and the Directors will be subject to lock-in
arrangements.
-- Certain other Shareholders holding in aggregate 9,775,572
Ordinary Shares prior to Admission (prior to any disposal of
Ordinary Shares by such Shareholders in the Offer) will also be
subject to lock-in arrangements during the period commencing on the
date of Admission and ending on, the later of, 180 days from
Admission or 1 January 2012, representing in aggregate 18.8 per
cent. of the Existing Share Capital of the Company. Following the
disposal of Ordinary Shares in the Offer, 5,971,544 Ordinary Shares
held by such Shareholders will be subject to lock-in
arrangements.
-- Accordingly, in aggregate, 42,548,936 Ordinary Shares will be
subject to lock-in arrangements (following the disposals of
Ordinary Shares in the Offer and assuming no exercise of the
Over-allotment Option).
-- Immediately following Admission, it is expected that 41.9 per
cent. of the Company's Enlarged Share Capital will be held in
public hands, excluding Ordinary Shares subject to lock-in
arrangements and other Shares held by holders of 10 per cent. or
more of the Enlarged Share Capital (including institutional
investors participating in the Offer).
Copies of the Admission Document will be available on the
Company's website at www.3legsresources.com.
Jefferies International Limited is acting as Sole Global
Coordinator, Sole Bookrunner and as Nominated Adviser to the
Company.
Commenting on today's announcement, Tim Eggar, Chairman of 3Legs
Resources plc, said:
"3Legs and its management team are delighted that the Company
has successfully completed its IPO and raised GBP62.5 million. We
look forward to demonstrating the commercial potential of our
Baltic Basin concessions as well as progressing the development of
our other European acreage. I am delighted to welcome a range of
blue chip investors to our share register; their support in our
successful fundraising is testament to the value of the opportunity
we have secured. I would also like to thank our existing
shareholders for their support, both before and during the IPO
process."
Peter Clutterbuck, Chief Executive Officer of 3Legs Resources
plc, said:
"We have a significant first mover position with over 1,000,000
gross acres in one of the most sought-after shale basins within the
European Union, independently assessed original gas in place (OGIP)
of 170 TCF best estimate (on a 100 per cent basis) and a
first-class partner for our Baltic Concessions in ConocoPhillips.
In addition we have a substantial growth opportunity beyond the
Baltic Basin, with over 1,000,000 additional gross acres held
across Poland and Germany. I look forward to providing our
shareholders with updates on our progress in due course."
For further information contact:
3Legs Resources plc Tel: +44 1624 811 611
Peter Clutterbuck, Chief Executive Officer
Alexander Fraser, Chief Financial Officer
Jefferies International Limited Tel: +44 207 029 8000
Alex Grant
Chris Snoxall
College Hill Tel: +44 207 457 2020
Simon Whitehead
Catherine Maitland
Notes to Editors
3Legs Resources was established in early 2007 to focus on the
exploration and development of unconventional oil and gas
resources, with a particular focus on shale gas in Europe.
As a first mover in Poland, 3Legs Resources has acquired six
exploration and prospection licences covering approximately
1,084,000 acres (gross) in the onshore Baltic Basin, a region
considered to be one of the most promising shale basins in Europe.
The Company's primary targets in the Baltic Basin are Silurian and
Ordovician organic-rich black shales.
In addition to these assets, the Company also holds onshore
exploration licences over acreage near Krakow in southern Poland
and in Baden-Wurttemberg in south-west Germany, with two further
licences under application in France.
In August 2009, the Company entered into various agreements with
ConocoPhillips. These agreements committed ConocoPhillips to
provide financing for initial exploration activities in the Baltic
Concessions. ConocoPhillips committed to fund 100 per cent of the
costs of an exploration programme in the Baltic Concessions,
consisting of 3D seismic surveys and up to three wells in return
for an option to acquire a 70 per cent interest in the Baltic
Concessions.
To date, 3 Legs and ConocoPhillips have completed three seismic
surveys and drilled two vertical test wells. The fundraising will
be used to pay for drilling commitments primarily in the Baltic
Basin in Poland.
Capitalised terms used in this announcement have the meanings
given to them in the Admission Document.
This announcement has not been approved by the London Stock
Exchange plc or the Financial Services Authority. This announcement
does not constitute or form part of any offer or invitation to
sell, allot or issue, or any solicitation of or inducement to enter
into any offer to purchase or subscribe for, any Offer Shares, nor
shall it (or any part of it) or the fact of its distribution form
the basis of, or be relied upon in connection with any contract
therefore. Recipients of the Admission Document or this
announcement who intend to subscribe for or purchase Offer Shares
in the Offer are reminded that any such subscription or purchase
may only be made solely on the basis of the information relating to
the Company contained in the Admission Document, and any
supplementary admission document, which may be different from the
information contained in this announcement. No reliance may be
placed for any purpose whatsoever on the completeness, accuracy or
fairness of the information or opinions contained in this
announcement.
No undertaking, representation, warranty or other assurance,
express or implied, is made or given by or on behalf of the
Company, Jefferies International Limited (the "Nominated Adviser")
or Netherland, Sewell & Associates Inc. or any of their
respective affiliates, any of their respective directors, officers
or employees or any other person as to the accuracy, completeness
or fairness of the information or opinions contained in this
announcement or the Admission Document and no responsibility or
liability is accepted for any such information or opinions or for
any errors or omissions.
Persons reading this announcement should note that the Nominated
Adviser, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is advising the Company and no
one else in relation to the Offer and Admission, and will not be
responsible to anyone other than the Company for providing the
protections afforded to customers of the Nominated Adviser nor for
providing advice to any person other than the Company in relation
to this announcement, the Offer and Admission. The Nominated
Adviser's responsibilities as the Company's Nominated Adviser under
the AIM Rules for Nominated Advisers will be owed solely to the
London Stock Exchange plc and not to the Company, to any of its
directors or any other person in respect of a decision to subscribe
for, purchase or acquire Ordinary Shares in the Company in reliance
on this announcement or the Admission Document. The Nominated
Adviser has not authorised the contents of, or any part of, this
announcement.
The Admission Document and the Offer are only addressed to and
directed at persons in member states of the European Economic Area
who are "qualified investors" within the meaning of Article 2(1)(e)
of the Prospectus Directive (Directive 2003/71/EC) ("Qualified
Investors") ("Prospectus Directive"). In addition, in the United
Kingdom, the Admission Document is being distributed to and is
directed at (i) Qualified Investors and persons who have
professional experience in matters relating to investments falling
within Article 19(5) of the UK Financial Services and Markets Act
2000 (Financial Promotion) Order 2005, as amended, (the "Order"),
or (ii) who fall within Article 49(2)(a)-(d) of the Order, or (iii)
to whom it may otherwise be lawful to distribute it (all such
persons together being referred to as"relevant persons"). The
Admission Document and the Offer are directed only at relevant
persons and must not be acted on or relied upon by persons who are
not relevant persons.
This announcement does not contain, constitute or form part of
an offer for sale or the solicitation of an offer to purchase
securities in the United States. The securities referred to herein
(the "Securities") have not been and will not be registered under
the US Securities Act of 1933, as amended (the "Securities Act")
and may not be offered or sold in the United States absent
registration under the Securities Act or an available exemption
from, or in a transaction not subject to, the registration
requirements of the Securities Act. No public offering of the
Securities will be made in the United States.
This announcement is for information purposes only and does not
contain or constitute an offer of Securities to, and subject to
certain exemptions, the Securities may not be offered or sold to,
any person with a registered address in the United States,
Australia, Canada, Japan or South Africa or who is resident in the
United States, Australia, Canada, Japan or South Africa. None of
the Securities has been or will be registered under the relevant
laws of any state, province or territory of the United States,
Australia, Canada, Japan or South Africa. Subject to certain
limited exceptions, neither the Admission Document nor this
announcement will be distributed in or into the United States,
Australia, Canada, Japan or South Africa.
In connection with the Offer, Jefferies, acting as the
Stabilisation Manager, or any of its agents, may (but will be under
no obligation to), to the extent permitted by applicable law,
over-allot Ordinary Shares or effect other transactions with a view
to supporting the market price of the Ordinary Shares at a higher
level than that which might otherwise prevail in the open market.
The Stabilisation Manager is not required to enter into such
transactions and such transactions may be effected on any stock
market, over-the-counter market, stock exchange or otherwise and
may be undertaken at any time during the period commencing on the
date of the commencement of conditional dealings of the Ordinary
Shares on AIM and ending no later than 30 calendar days thereafter.
However, there will be no obligation on the Stabilisation Manager
or any of its agents to effect stabilising transactions and there
is no assurance that stabilising transactions will be undertaken.
Such stabilising measures, if commenced, may be discontinued at any
time without prior notice. In no event will measures be taken to
stabilise the market price of the Ordinary Shares at above the
Offer Price.
In connection with the Offer, the Stabilisation Manager may, for
stabilisation purposes, over-allot Ordinary Shares up to a maximum
of 15 per cent. of the total number of Ordinary Shares comprised in
the Offer. For the purposes of allowing it to cover short positions
resulting from any such over-allotments and/or from sales of
Ordinary Shares effected by it during the stabilisation period, the
Stabilisation Manager will enter into over-allotment arrangements
pursuant to which the Stabilisation Manager may purchase or procure
purchasers for additional Ordinary Shares up to a maximum of 15 per
cent. of the total number of Ordinary Shares comprised in the Offer
(the "Over Allotment Shares") at the Offer Price. The
Over-allotment Option will be exercisable in whole or in part, upon
notice by the Stabilisation Manager, at any time on or before the
30th calendar day after the commencement of conditional dealings in
the Ordinary Shares on AIM. Any Over Allotment Shares will be
purchased on the same terms and conditions as the Ordinary Shares
being issued or sold in the Offer and will form a single class for
all purposes with the other Ordinary Shares.
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law and therefore
persons in such jurisdictions into which this announcement is
released, published or distributed should inform themselves about
and observe any such restrictions. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
any such jurisdiction.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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