TIDMGPX
RNS Number : 1716L
Gulfsands Petroleum PLC
07 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 AND THE SUPPLEMENTARY PROSPECTUS.
Gulfsands Petroleum Plc
Publication of Supplementary Prospectus
7 January 2016
Further to its announcement on 5 January 2016 regarding the
extension of the closing date for its Open Offer, Gulfsands
Petroleum Plc ("Gulfsands" or the "Company") announces the
publication and posting to Qualifying Shareholders today of a
supplementary prospectus in connection with the Open Offer
("Supplementary Prospectus"), which is also available on the
Company's website, www.gulfsands.com.
The Supplementary Prospectus is supplemental to and must be read
in conjunction with the Prospectus. In accordance with section
87Q(4) of FSMA, where a supplementary prospectus has been published
and, prior to the publication, a person agreed to buy or subscribe
for transferable securities to which it relates, he/she may
withdraw his/her acceptance before the end of the period of two
working days beginning with the first working day after the date on
which the supplementary prospectus was published. Full details of
withdrawal rights and how to exercise them is detailed in the
Supplementary Prospectus.
Capitalised terms in this announcement are as defined in the
Prospectus and the Supplementary Prospectus unless the context
otherwise requires.
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 and the Supplementary 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, the Supplementary 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, the
Supplementary 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.
This announcement may include statements that are, or may be
deemed to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "plans",
"projects", "anticipates", "expects", "intends", "may", "will", or
"should" or, in each case, their negative or other variations or
comparable terminology. These forward-looking statements include
matters that are not historical facts. They appear in a number of
places throughout this announcement and include statements
regarding the Directors' current intentions, beliefs or
expectations concerning, among other things, the Company's results
of operations, financial condition, liquidity, prospects, growth,
strategies and the Company's markets. By their nature,
forward-looking statements involve risk and uncertainty because
they relate to future events and circumstances. Actual results and
developments could differ materially from those expressed or
implied by the forward-looking statements. Forward-looking
statements may and often do differ materially from actual results.
Any forward-looking statements in this announcement are based on
certain factors and assumptions, including the Directors' current
view with respect to future events and are subject to risks
relating to future events and other risks, uncertainties and
assumptions relating to the Company's operations, results of
operations, growth strategy and liquidity. Whilst the Directors
consider these assumptions to be reasonable based upon information
currently available, they may prove to be incorrect. Save as
required by law or by the AIM Rules, the Company undertakes no
obligation to release publicly the results of any revisions to any
forward-looking statements in this announcement that may occur due
to any change in
January 07, 2016 07:19 ET (12:19 GMT)
the Directors' expectations or to reflect events or
circumstances after the date of this announcement.
This announcement should not be considered a recommendation by
the Company, Cantor Fitzgerald or any of their respective
directors, officers, employees, advisers or any of their respective
affiliates, parent undertakings, subsidiary undertakings or
subsidiaries of their parent undertakings in relation to any
purchase of or subscription for the Open Offer Shares. Price and
volumes of, and income from, securities may go down as well as up
and an investor may not get back the amount invested. It should be
noted that past performance is no guide to future performance. You
are advised to read this announcement and, once available, the
Prospectus, the Supplementary Prospectus and the information
incorporated by reference therein, in their entirety for a further
discussion of the factors that could affect the Group's future
performance and the industry in which it operates. Persons needing
advice should consult an independent financial adviser.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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January 07, 2016 07:19 ET (12:19 GMT)
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