TIDM3LEG
RNS Number : 5339J
3Legs Resources plc
01 July 2011
For Immediate Release
1 July 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.
3Legs Resources plc
Announcement of exercise of Over-allotment Option
3 Legs 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, announces that, in
connection with the initial public offering of ordinary shares in
the Company (the "Offer"), Jefferies International Limited, as
Stabilising Manager, exercised the over-allotment option (the
"Over-allotment Option") provided by each of Tomuro Limited,
Caithness Limited, Kamlesh Parmar, Roy Williams, Alexander Fraser,
Cheviot Capital (Nominees) Limited, Discovery GeoServices
Corporation, Richard Harris and Samos Investments (Jersey) LP, in
respect of a total of 4,404,552 Ordinary Shares in the Company (the
"Over-allotment Shares") on 1 July 2011.
The proceeds of approximately GBP8.4 million (before deduction
of underwriting commissions and expenses) arising from the exercise
of the Over-allotment Option will be received by the relevant
Selling Shareholders. Following exercise of the Over-allotment
Option, the total size of the Offer is GBP85.6 million (45,036,052
Ordinary Shares).
Following the exercise of the Over-allotment Option, the direct
and indirect interests of Tomuro Limited, Caithness Limited,
Kamlesh Parmar and Roy Williams (all of which held an interest of 3
per cent. or more of the issued share capital of the Company
immediately upon Admission) in the ordinary shares of 0.025 pence
each in the Company are as follows:
Ordinary Shares Following
The Exercise Of The
Ordinary Shares At Admission Over-allotment Option
----------------- ----------------------------- ----------------------------
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
----------------- ----------------- ---------- ----------------- ---------
(1) William Jeffcock, who is the son of Robert Jeffcock (a
non-executive director of the Company), 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.
Jefferies International Limited is acting as Sole Global
Coordinator, Sole Bookrunner and as Nominated Adviser to the
Company.
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
Chris Snoxall
Alex Grant
College Hill Tel: +44 207 457 2020
Simon Whitehead
Catherine Maitland
Capitalised terms used in this announcement have the meanings
given to them in the Admission Document (which is available at
www.3legsresources.com).
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 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.
Neither this announcement nor the information contained herein
is for release, publication or distribution, directly or
indirectly, in whole or in part, in, into or from in the United
States of America (including its territories and possessions, any
state of the United States and the District of Columbia). 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.
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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