TIDMSLE
RNS Number : 7477Y
San Leon Energy PLC
31 December 2010
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER STATE
OR JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
San Leon Energy plc
("San Leon Energy" or the "Company")
Issue of new Ordinary Shares and Completion of the GBP59.6
million Placing
Following the admission of the Placing Shares to trading on AIM
today, San Leon Energy is pleased to announce the completion of its
Placing of approximately GBP59.6 million.
Following admission, the Company's enlarged share capital now
comprises 781,995,611 ordinary shares with voting rights. The
Company does not hold any ordinary shares in treasury. Therefore
the total number of ordinary shares in the Company with voting
rights is 781,995,611 which may be used by shareholders in the
Company as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a
change in their interest in, the share capital of the Company under
the FSA's Disclosure and Transparency Rules.
All definitions contained herein are as set out in the circular
published by the Company in connection with the Placing dated 7
December 2010.
31 December 2010
ENQUIRIES
San Leon Energy
plc Oisin Fanning, Executive Chairman +353 1291 6292
John Buggenhagen, Director
of Exploration
Macquarie Capital
(Europe) Limited Sole Bookrunner +44 (0) 3037 2000
John Dwyer
Paul Connolly
Ben Colegrave
Fox-Davies Capital Co-Lead Manager +44 (0) 203 463
Limited 5010
Phil Davies
David Porter
Arbuthnot Securities Nominated Adviser +44 (0) 20 7012
Limited 2000
Nick Tulloch
Ben Wells
College Hill Investment Relations Adviser +44 (0) 20 7457
2020
Nick Elwes
DISCLAIMER
Arbuthnot Securities Limited ("Arbuthnot"), which is authorised
and regulated in the United Kingdom by the FSA, is the Company's
nominated adviser. Arbuthnot's responsibilities as the Company's
nominated adviser under the AIM Rules are owed solely to the London
Stock Exchange and are not owed to the Company or to any Director
or to any other person. Arbuthnot is acting exclusively for the
Company and no one else in connection with the Placing and
Admission and will not regard any other person (whether or not a
recipient of this announcement) as a client in relation to the
Placing or Admission and will not be responsible to anyone other
than the Company for providing the protections afforded to clients
of Arbuthnot or for providing advice in relation to the Placing,
Admission or any matters referred to in this announcement.
Macquarie Capital (Europe) Limited, which is authorised and
regulated in the United Kingdom by the FSA, is acting exclusively
for the Company and no one else in connection with the Placing and
will not regard any other person (whether or not a recipient of
this announcement) as a client in relation to the Placing and will
not be responsible to anyone other than the Company for providing
the protections afforded to clients of Macquarie Capital or for
providing advice in relation to the Placing or any matters referred
to in this announcement.
Fox-Davies Capital Limited, which is authorised and regulated in
the United Kingdom by the FSA, is acting exclusively for the
Company and no one else in connection with the Placing and will not
regard any other person (whether or not a recipient of this
announcement) as a client in relation to the Placing and will not
be responsible to anyone other than the Company for providing the
protections afforded to clients of FoxDavies or for providing
advice in relation to the Placing or any matters referred to in
this announcement.
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, Arbuthnot, Macquarie Capital or
FoxDavies or by any of their respective affiliates or agents 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 has been issued by the Company and is the sole
responsibility of the Company.
The Placing Shares have not been and will not be registered
under the US Securities Act of 1933 (the "Securities Act") or under
any securities laws of any state or other jurisdiction of the
United States and may not be offered, sold, resold, transferred or
delivered, directly or indirectly, within the United States except
pursuant to an applicable exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and
in compliance with the securities laws of any state or other
jurisdiction the United States. There will be no public offer of
the Placing Shares in the United States. The Placing Shares are
being offered and sold: (i) outside the United States in offshore
transactions as such terms are defined in, and in reliance on,
Regulation S under the US Securities Act; and (ii) inside the
United States only to "qualified institutional buyers" as defined
in Rule 144A under the Securities Act who have delivered a duly
executed investor letter, pursuant to an exemption from
registration under the Securities Act. In addition, until forty
days after the commencement of the Placing an offer, sale or
transfer of Placing Shares within the United States by any dealer
(whether or not participating in the offering) may violate the
registration requirements of the Securities Act.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission (the "SEC"), any state
securities commission in the United States or any US regulatory
authority, nor have any of the foregoing authorities passed upon or
endorsed the merits of the offering of the Placing Shares or the
accuracy or adequacy of this announcement. Any representation to
the contrary is a criminal offence in the United States.
This announcement is for information purposes only and does not
constitute a prospectus relating to the Company and has not been
approved by the UK Listing Authority, nor does it constitute or
form any part of any offer or invitation to purchase, sell or
subscribe for, or any solicitation of any such offer to purchase,
sell or subscribe for, any securities in the Company under any
circumstances, and in any jurisdiction, in which such offer or
solicitation is unlawful. Accordingly, copies of this announcement
are not being and must not be, directly or indirectly, mailed,
transmitted or otherwise forwarded, distributed or sent, in whole
or in part, in or into the United States and persons receiving this
announcement (including brokers, custodians, trustees and other
nominees) must not, directly or indirectly, mail, transmit or
otherwise forward, distribute or send this announcement in or into
the United States.
The Placing Shares have not been and will not be registered or
qualified for distribution to the public under the securities
legislation of any province or territory of Australia, Canada,
Japan or South Africa or in any country, territory or jurisdiction
where to do so may contravene local securities laws or regulations.
Accordingly, the Placing Shares may not, subject to certain
exemptions, be offered or sold directly or indirectly in or into,
or to any national, citizen or resident of Australia, Canada, Japan
or South Africa. The distribution of this announcement in or into
other jurisdictions may be restricted by law and therefore persons
into whose possession this announcement comes 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 jurisdictions.
This announcement contains (or may contain) certain
forward-looking statements with respect to the Company and certain
of its current plans, goals and expectations relating to its future
financial condition and performance and which involve a number of
risks and uncertainties. The Company cautions readers that no
forward-looking statements are a guarantee of future performance
and that actual results could differ materially from those
contained in such forward-looking statements.
Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe" or other words of similar meaning. Examples of
forward-looking statements include statements regarding or which
make assumptions in respect of the working capital which will be
needed by the Group to fund its operations over the next twelve
months.
By their nature, forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances,
including, but not limited to, economic and business conditions,
the effects of continued volatility in credit markets,
market-related risks such as changes in the price of oil or changes
in interest rates and foreign exchange rates, the policies and
actions of governmental and regulatory authorities, changes in
legislation, the further development of standards and
interpretations under International Financial Reporting Standards
("IFRS") applicable to past, current and future periods, evolving
practices as regards the interpretation and application of
standards under IFRS, the outcome of pending and future litigation
or regulatory investigations, the success of future exploration,
acquisitions and other strategic transactions and the impact of
competition. A number of these factors are beyond the Company's
control. As a result, the Company's actual future results may
differ materially from the plans, goals and expectations set forth
in the Company's forward-looking statements.
Any forward-looking statements made in this announcement by or
on behalf of the Company speak only as at the date they are made.
Except as required by the FSA, the London Stock Exchange or
applicable law, the Company expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any
forward-looking statements contained in this announcement to
reflect any changes in the Company's expectations with regard
thereto or any changes in events, conditions or circumstances upon
which any such statement is based.
The price of shares and the income from them may go down as well
as up and investors may not get back the full amount invested on
disposal of the shares.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
DIRECTED ONLY AT: (A) PERSONS WHO ARE QUALIFIED INVESTORS AS
DEFINED IN SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT
2000, AS AMENDED, BEING PERSONS FALLING WITHIN THE MEANING OF
ARTICLE 2(1)(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS
DIRECTIVE 2003/71/EC AND INCLUDES ANY RELEVANT IMPLEMENTING MEASURE
IN ANY MEMBER STATE) (THE "PROSPECTUS DIRECTIVE"); AND (B) IN THE
UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING
WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); (II) ARE PERSONS
FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC.") OF THE ORDER; OR (III) ARE
PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH
PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS
ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE
NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST
SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR
INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE
ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR
THE SALE OR SUBSCRIPTION OF ANY SECURITITES IN THE COMPANY.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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