TIDMGPX
RNS Number : 8544K
Gulfsands Petroleum PLC
05 January 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR FROM THE UNITED STATES OR AUSTRALIA NOR ANY
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND IS NOT AN OFFER TO
SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES. IT IS
NOT A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. INVESTORS
SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SHARES REFERRED TO IN THIS
ANNOUNCEMENT EXCEPT SOLELY ON THE BASIS OF INFORMATION CONTAINED IN
THE PROSPECTUS TO BE PUBLISHED BY GULFSANDS PETROLEUM PLC IN
CONNECTION WITH THE PROPOSED CAPITAL RAISING.
Gulfsands Petroleum Plc
Extension of Open Offer Closing Date
5 January 2016
Further to its announcement on 16 December 2015 regarding the
publication of the Open Offer Prospectus, Gulfsands Petroleum Plc
("Gulfsands" or the "Company") announces that it will extend the
latest time and date for receipt of completed Application Forms and
payment in full under the Open Offer, or settlement of relevant
CREST instructions (as appropriate), from 11.00 a.m. on 5 January
2016 to 11.00 a.m. on 12 January 2016 in order to give Shareholders
who have not yet applied for Open Offer Shares the opportunity to
do so. The revised timetable of principal events is detailed
below.
In accordance with section 87G of FSMA and paragraph 3.4 of the
Prospectus Rules, following the decision by the Company to extend
the Open Offer timetable it intends to publish a supplementary
prospectus which will be posted to Shareholders in due course,
which will be announced separately via a Regulatory Information
Service.
Capitalised terms in this announcement are as defined in the
Prospectus unless the context otherwise requires.
Revised Timetable of Principal Events
Recommended latest time for requesting 4.30 p.m. on 6 January
withdrawal of Open Offer Entitlements 2016
from CREST
Latest time for depositing Open 3.00 p.m. on 7 January
Offer Entitlements into CREST 2016
Latest time and date for splitting 3.00 p.m. on 8 January
of Application Forms 2016
Latest time and date for receipt 11.00 a.m. on 12 January
of completed Application Forms, 2016
and payment in full under the
Open Offer or settlement of relevant
CREST instructions (as appropriate)
Admission effective and trading 8.00 a.m. on 14 January
expected to commence in the Open 2016
Offer Shares
CREST members' accounts credited As soon as possible
in respect of Open Offer Shares after 8.00 a.m. on
in uncertificated form 14 January 2016
Share certificates in respect 21 January
of Open Offer Shares expected 2016
to be dispatched by no later
than
Open Offer Long Stop Date 31 January
2016
For further information please contact:
Gulfsands Petroleum Plc
Alastair Beardsall, Chairman +44 (0)20 7024 2130
Cantor Fitzgerald Europe
Sarah Wharry
David Porter +44 (0)20 7894 7000
IMPORTANT NOTICE
This announcement is not a prospectus and Qualifying
Shareholders should not acquire any Open Offer Shares referred to
in this announcement except on the basis of the information
contained in the Prospectus.
Neither the content of the Company's website nor any website
accessible by hyperlinks to the Company's website is incorporated
in, or forms part of, this announcement. The distribution of this
announcement, the Prospectus and any other documentation into
jurisdictions other than the UK may be restricted by law. Persons
into whose possession these documents come should inform themselves
about and observe any such restrictions. Any failure to comply with
these restrictions may constitute a violation of the securities
laws or regulations of any such jurisdiction. In particular, such
documents should not be distributed, forwarded to or transmitted,
directly or indirectly, in whole or in part, in, into or from the
United States or Australia or any other jurisdiction where to do so
may constitute a violation of the securities laws or regulations of
any such jurisdiction.
No action has been taken by the Company or any other person that
would permit an offer of the Open Offer Shares or possession or
distribution of this announcement, the Prospectus or any other
documentation or publicity material or the Application Forms in any
jurisdiction where action for that purpose is required, other than
in the UK.
The Open Offer Shares have not been and will not be registered
under the US Securities Act or with any securities regulatory
authority of any state or other jurisdiction of the United States
and, accordingly, may not be offered, sold, resold, taken up,
transferred, delivered or distributed, directly or indirectly,
within the United States except in reliance on an exemption from
the registration requirements of the US Securities Act and in
compliance with any applicable securities laws of any state or
other jurisdiction of the United States.
There will be no public offer of the Open Offer Shares in the
United States. The Open Offer Shares are being offered and sold
outside the US in reliance on Regulation S under the US Securities
Act. The Open Offer Shares have not been approved or disapproved by
the US Securities and Exchange Commission, any state securities
commission in the US or any other US regulatory authority, nor have
any of the foregoing authorities passed upon or endorsed the merits
of the offering of the Open Offer Shares or the accuracy or
adequacy of the Application Form or this announcement. Any
representation to the contrary is a criminal offence in the US.
The Open Offer Shares have not been and will not be registered
under the relevant laws of any state, province or territory of any
Restricted Jurisdiction and may not be offered, sold, resold, taken
up, transferred, delivered or distributed, directly or indirectly,
within any Restricted Jurisdiction except pursuant to an applicable
exemption from registration requirements. There will be no public
offer of Open Offer Shares in Australia.
This announcement is for information purposes only and does not
constitute or form part of any offer to issue or sell, or the
solicitation of an offer to acquire, purchase or subscribe for, any
securities in any jurisdiction and should not be relied upon in
connection with any decision to subscribe for or acquire any of the
Open Offer Shares. In particular, this announcement does not
constitute or form part of any offer to issue or sell, or the
solicitation of an offer to acquire, purchase or subscribe for, any
securities in the United States.
This announcement has been issued by, and is the sole
responsibility of, the Company. No person has been authorised to
give any information or to make any representations other than
those contained in this announcement and, if given or made, such
information or representations must not be relied on as having been
authorised by the Company or Cantor Fitzgerald. The issue of this
announcement shall not, in any circumstances, create any
implication that there has been no change in the affairs of the
Company since the date of this announcement or that the information
contained in it is correct at any subsequent date.
Cantor Fitzgerald, which is authorised and regulated in the UK
by the FCA, is acting for the Company and no one else in connection
with the Capital Raising and will not regard any other person
(whether or not a recipient of this announcement) as a client in
relation to the Capital Raising and will not be responsible to
anyone other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the
Capital Raising or any matters referred to in this
announcement.
Apart from the responsibilities and liabilities, if any, which
may be imposed on Cantor Fitzgerald by the FSMA or the regulatory
regime established thereunder, Cantor Fitzgerald accepts no
responsibility whatsoever for the contents of this announcement,
and makes no representation or warranty, express or implied, for
the contents of this announcement, including its accuracy,
completeness or verification, or for any other statement made or
purported to be made by it, or on its behalf, in connection with
the Company or the Open Offer Shares or the Capital Raising, and
nothing in this announcement is, or shall be relied upon as, a
promise or representation in this respect whether as to the past or
future. Cantor Fitzgerald accordingly disclaims to the fullest
extent permitted by law all and any liability whether arising in
tort, contract or otherwise (save as referred to above) which it
might otherwise have in respect of this announcement or any such
statement.
No statement in this announcement is intended to be a profit
forecast or estimate 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.
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