TIDMSLE
RNS Number : 7829Q
San Leon Energy PLC
22 June 2015
22 June 2015
San Leon Energy Plc
("San Leon" or the "Company")
Placing Update, Posting of EGM Circular and Rule 9 Waiver
Further to the Company's Announcement of 1 June 2015, San Leon
is pleased to announce that it will today be posting a Circular to
shareholders containing a notice of EGM to be held at 11.00 a.m. on
15 July 2015 at the Herbert Park Hotel, Ballsbridge, Dublin 4,
Ireland at which resolutions will be proposed to approve the Share
Capital Reorganisation, the Rule 9 Waiver and the Placing.
For further information contact:
San Leon Energy plc
Oisin Fanning, Executive
Chairman +353 1291 6292
Brandon Hill Capital
Oliver Stansfield +44 (0) 20 3463
Jonathan Evans 5000
finnCap Ltd
Corporate Finance
Matt Goode
Christopher Raggett
Corporate Broking +44 (0) 20 7220
Joanna Weaving 0500
Macquarie Capital (Europe)
Limited
Jon Fitzpatrick +44 (0) 20 3037
Nicholas Harland 2000
Westhouse Securities Ltd
Nominated Adviser
Richard Johnson +44 (0) 20 7601
Antonio Bossi 6100
Vigo Communications
Financial Public Relations
Chris McMahon +44 (0) 20 7016
Alexandra Roper 9572
Plunkett Public Relations +353 (0) 1 280
Sharon Plunkett 7873
Terms used in this announcement shall have the same meaning as
defined in the appendix at the end of this announcement, unless
otherwise stated. The following is an edited extract from the
Circular, a complete version of which, including the notice
convening the EGM, will shortly be available at
www.sanleonenergy.com.
"To Shareholders and, for information, to holders of options
over Existing Ordinary Shares and warrant holders
Dear Shareholder
1. INTRODUCTION
On 1 June 2015, the Company announced a conditional placing of
36,250,000 New Ordinary Shares with institutional and other
investors at a placing price of 80p per New Ordinary Share, to
raise approximately GBP29 million (before expenses). The Placing
Price assumes, and the Placing is conditional (inter alia) upon,
the approval and completion of the Share Capital Reorganisation,
which is described further below, and is equivalent to 0.8p per
Existing Ordinary Share. In addition, the Company presently has a
very large number of Existing Ordinary Shares in issue, each of
which has a nominal value of EUR0.05 (approximately 3.6p). In order
to implement the Placing, the Company is proposing the Share
Capital Reorganisation, which would effectively result in the
consolidation of every 100 of its Existing Ordinary Shares into one
New Ordinary Share in order to reduce the number of shares in issue
and reduce the effective nominal value of the Company's ordinary
shares.
Additionally, completion of the Placing would result in
Toscafund Asset Management LLP, which has conditionally agreed to
subscribe for 20,000,000 Placing Shares (at the Placing Price),
holding a maximum of 41.47 per cent. of the Company's issued
ordinary share capital as enlarged by the Placing and the issue of
the Adviser Shares. This would oblige Toscafund to make a mandatory
offer for the ordinary share capital of the Company not held by
Toscafund under Rule 9 of the Irish Takeover Rules unless a waiver
of such obligation is granted by the Takeover Panel. Such Rule 9
Waiver has been granted and is subject to approval by the Company's
Independent Shareholders at the Extraordinary General Meeting. If
the Rule 9 Waiver Resolution is not approved by Independent
Shareholders at the Extraordinary General Meeting then Toscafund
would not be obliged to participate in the Placing and the gross
proceeds of the Placing would be only GBP13 million. Further
details of the Rule 9 Waiver
are set out below.
The Share Capital Reorganisation, the Rule 9 Waiver and the
Placing are conditional inter alia upon the passing of the
necessary Resolutions by the Company's shareholders at the
Extraordinary General Meeting to be held at the Herbert Park Hotel,
Ballsbridge, Dublin 4, Ireland at 11.00 a.m. on 15 July 2015.
Application will be made to AIM for the New Ordinary Shares
(including the Placing Shares and the Adviser Shares) to be
admitted to trading on AIM which, subject to the passing of the
Resolutions, is anticipated to occur at 8.00 a.m. on 16 July
2015.
The purpose of this letter is to: (i) provide you with the
details of, background to and reasons for the Placing, the Rule 9
Waiver Resolution and the Share Capital Reorganisation; (ii)
provide you with information in respect of the Resolutions to be
proposed at the EGM; and (iii) explain why the Board believes that
the Placing, the Rule 9 Waiver Resolution and the Share Capital
Reorganisation are in the best interests of the Company and
Shareholders as a whole.
The actions that you should take to vote on the Resolutions, and
the recommendation of the Board, are set out in sections 8 and 9 of
this letter.
2. BACKGROUND TO AND REASONS FOR THE PLACING AND STRATEGIC OPPORTUNITIES
Existing Operations
Barryroe NPI (4.5 per cent. net profit interest)
Over the last two years, the Company has received a number of
expressions of interest in its 4.5 per cent. net profit interest in
the Barryroe field in the Celtic Sea, offshore Ireland. Providence
Resources is the operator of this field and has conducted extensive
farm-out efforts over the past two years, led by their advisors,
Rothschilds. Currently there has been no confirmed offer to farm in
to the Barryroe field. Rather than accept any offer that may be
received for the Barryroe NPI, which in the management's view,
considering current energy market conditions, would be considerably
below its worth, the Company has determined to retain the Barryroe
NPI and conduct the Placing in order to retain shareholder value
and access the considerable expected cashflow from the Barryroe NPI
which is estimated to commence in 2018.
Rawicz (35 per cent. interest)
In February 2015, the Company and its joint venture partners,
Palomar Natural Resources ("Palomar"), made a significant gas
discovery at the Rawicz field in Poland, capping over five years of
exploration efforts by San Leon in one of the highest-priced gas
markets in Europe. This is expected to be the largest gas
development in Poland for 20 years, and first gas is expected by
early 2016 thereby forming the Company's first material cash
flow.
Siekierki (35 per cent. interest)
Operational work on the Siekierki field, also in partnership
with Palomar, is expected to begin in the coming months and is
intended to form the second cash flow stream from existing assets
located therein.
While well activity in 2015 on both assets carries no up-front
cost to the Company in accordance with the terms of the carry
agreed with Palomar, modest investment is required for facilities
and pipelines unless otherwise funded by the expected debt
financing. Well activity on three wells will be carried by Palomar
and envisages workovers on existing wells (such as Trzek-1,
Trzek-2H and Trzek-3H) based upon the results of the geotechnical
evaluation programme of each well.
Other high-impact assets, and in particular the Baltic Basin
shale licences in Poland, continue to attract material farm-in
interest despite the challenging industry environment.
Morocco and Albania
Morocco and Albania are both attractive assets for the Company,
and carry work commitments. In order to meet these work commitments
a well will be drilled on the Tarfaya licence (onshore Morocco, 100
per cent. paying interest), and one on the Durresi licence
(Albania, drilling from an onshore location to an offshore target,
100 per cent. interest).
Further details of the Company's operations can be found on the
Company's website, www.sanleonenergy.com.
Strategic Opportunities
The dramatic drop in oil prices over the last six months has
fundamentally altered the commercial environment for all
international oil and gas companies. Product prices are down, which
has led to a decrease in the cost of services and asset values. For
an entity with the access to capital, it is an ideal time to
exploit existing development assets to target cash flow and
potentially to acquire development and low-risk exploration and
appraisal assets. The Placing is intended to alter the long-term
strategy of the Company as in the future the portfolio balance will
be weighted towards asset development and production (in order to
secure cash flow) rather than early-stage exploration.
The Company sees opportunity, as an established operator with
its own onshore 3D seismic subsidiary, in acquiring development or
producing assets, or low-risk exploration assets in the current
buyers' market. Discussions are advanced with several groups
regarding the provision of debt financing for producing assets. The
Company is also evaluating the potential to expand its North
African portfolio of assets to other parts of Africa.
3. USE OF PROCEEDS
The Company intends to use the net proceeds from the Placing as
follows:
* To provide any capital requirements to target cash
flow from the Rawicz and Siekierki fields. Given that
the next well on Rawicz will be at no up-front cost
to the Company, and activity on the first three
Siekierki wells is fully carried, such net capital
requirement is likely to be GBP2 to 4 million, with
cash flow from production expected to begin in 2016.
The intention is to secure project finance to cover
most, or all, of these costs, so funds will be a
back-up to such financing.
* To drill some of the most promising prospects that
the Company has generated over the past five years,
including an onshore Tertiary play on the Tarfaya
licence in Morocco (approximately GBP3 million), and
a well on the Durresi block in Albania (where the
offshore carbonate target will be accessed by
directional drilling from an onshore location,
approximately GBP5 million). Both wells are expected
to be drilled in 2015.
* To provide general working capital, including licence
maintenance and technical evaluations together with
discharging creditors.
* To apply the balance of net Placing proceeds of up to
GBP15 million to funding the Company's share of
farmed-out projects should there be any such costs,
as well as to target any low-risk acquisition
opportunities in the current market climate.
Taking into account the net proceeds of the Placing, and
conditional upon the Placing completing(2), the Directors are of
the opinion that the Company has sufficient working capital for the
foreseeable future, that is for at least 12 months from the date of
Admission. The statement in the previous sentence applies whether
or not Toscafund is obliged to participate in the Placing.
4. CURRENT TRADING AND PROSPECTS
The Company's development assets comprise Rawicz (35 per cent.),
Siekierki (35 per cent.) and the Barryroe NPI, which management
expects will start generating cash flow in 2016, with aggregate
cash flow in excess of US$40 million per annum by the end of 2018.
On the basis of the Company's internal estimates, the aggregate
NPV10 (pre-tax) of these assets is expected to be in excess of
US$400 million. The estimates in the previous sentence are
generated by the Company and not independently verified by a
competent person.
On 30 September 2014 the Company announced its interim results
for the period ended 30 June 2014. Cash and cash equivalents,
including restricted cash, at 30 June 2014 amounted to EUR20.9
million. It is expected that the Company's results for the year
ended 31 December 2014 will be announced at the end of June 2015.
At the period end, unaudited cash and cash equivalents, was
approximately EUR7 million (restricted and unrestricted). Your
specific attention is directed to the following recent market and
operations updates made by the Company, which are available on the
Company's website:
(i) Rawicz - 12: Update and Field Reserves dated 19 May 2015.
(ii) Rawicz - 12: Well Test Completion dated 6 March 2015.
(iii) Rawicz - 12: Commercial Gas Discovery dated 25 February
2015.
(iv) Operations Update dated 21 January 2015.
The Company announced on 26 May 2015, that it had received the
findings of the International Court of Arbitration of the
International Chamber of Commerce, which provide for a total
payment by Aurelian Oil & Gas (a subsidiary of San Leon) of
approximately GBP13 million in relation to the purchase of Avobone
Poland B.V.'s and Avobone N.V.'s (together "Avobone") 10 per cent.
shares and loans in Energia Zachód Sp. z o.o., the titleholder of
the Siekierki asset. As part of the appeal process an application
will be made on or before the 25 June 2015 for the correction and
interpretation of the Arbitration finding.
Whilst the Company has sufficient cash on hand and other
facilities to meet its current work commitments, the Board believes
that the Placing funds will enable the Company to expand its
operations and, together with revenue from production, will help
cover the Company's financial requirements for the foreseeable
future. The statement in the previous sentence applies whether or
not Toscafund is obliged to participate in the Placing.
The Placing is conditional upon, amongst other things, the
passing of the Resolutions and, accordingly if the Resolutions are
not passed, the Placing will not complete. In such circumstances
the Company would be required to seek alternative sources of
funding in order to progress its proposed strategy as detailed in
this document.
Information contained on or accessible from the Company's
website is not, and does not form, a part of this document.
5. DETAILS OF THE PLACING AND OF THE RULE 9 WAIVER
On 1 June 2015, the Company entered into a placing agreement
with Brandon Hill pursuant to which Brandon Hill has, as agent for
the Company, conditionally placed 36,250,000 New Ordinary Shares
with institutional and other investors at a placing price of 80p
per New Ordinary Share, to raise approximately GBP29 million
(before expenses). The Placing Price assumes, and the Placing is
conditional (inter alia) upon, the approval and completion of the
Share Capital Reorganisation and the passing of the other necessary
Resolutions at the EGM, and is equivalent to 0.8p per Existing
Ordinary Share, representing a discount of approximately 27 per
cent. to the Company's closing mid-price of 1.1p on 29 May 2015,
the last business day prior to the issue of the Announcement.
The Placing Shares will, if issued in full, represent
approximately 58.6 per cent. of the issued ordinary share capital
of the Company as it is expected to be immediately following
Admission, assuming no outstanding options, warrants or other
convertible securities are exercised prior to such time.
The Placing Shares will be issued credited as fully paid and
will rank pari passu with the other New Ordinary Shares, including
the right to receive all dividends and other distributions
declared, made or paid on or in respect of such shares after their
date of issue, being the date of Admission.
Under the terms of the Placing Agreement, the Company: (i) will
pay to Brandon Hill certain commissions relating to the placing of
the Placing Shares conditional upon Admission becoming effective;
and (ii) gives customary warranties, undertakings and indemnities
to Brandon Hill in each case in respect of the services provided by
Brandon Hill in connection with the Placing. The Placing Agreement
may be terminated by Brandon Hill at its discretion at any time
prior to Admission in certain circumstances, including amongst
others, in circumstances where any warranties are found to be
untrue, inaccurate or misleading in any material respect or any
material adverse event occurs.
The Placing is not being underwritten by Brandon Hill or any
other person.
Rule 9 Waiver
Toscafund has a holding of 563,260,759 Existing Ordinary Shares,
representing 22.21 per cent. of the total issued Existing Ordinary
Shares.
Pursuant to the Placing, Toscafund is conditionally subscribing
for 20,000,000 Placing Shares at the Placing Price. Immediately
after Admission of all Placing Shares and the Adviser Shares,
Toscafund would hold a maximum of 25,632,608 New Ordinary Shares,
representing 41.47 per cent. of the Company's issued ordinary share
capital following the Share Capital Reorganisation and as enlarged
by the Placing and the issue of the Adviser Shares, and assuming
that no options or other convertible securities are exercised prior
to Admission.
As a result, Toscafund would become obliged under Rule 9 of the
Irish Takeover Rules to make a general offer for the balance of the
New Ordinary Shares in issue following the Share Capital
Reorganisation unless such obligations were waived by the Takeover
Panel. The Takeover Panel has agreed to waive any such obligations
subject to the following conditions:
(i) the Independent Shareholders approve, on a poll, the Rule
9 Waiver Resolution; and
(ii) that a circular is prepared by the Company in accordance
with the Whitewash Guidance Note in the Irish Takeover Rules
and such circular is approved by the Takeover Panel. The Circular
has been so approved in that respect only.
The participation of Toscafund in the Placing is conditional
upon the same conditions as the participation of the other Placees
but is also entirely conditional upon the passing by Independent
Shareholders of the Rule 9 Waiver Resolution. If the Rule 9 Waiver
Resolution is not passed by Independent Shareholders then Toscafund
will have no obligation to fulfil its participation in the Placing
and the proceeds of the Placing will be only GBP13 million.
However, the balance of the proceeds of the Placing not raised from
Toscafund are not conditional upon the passing of the Rule 9 Waiver
Resolution and, therefore, the raising of such other proceeds is
not conditional upon Toscafund's participation in the Placing
completing.
The Placing is also conditional upon, amongst other things:
(i) the passing, without amendment, of the necessary Resolutions
at the EGM and the Share Capital Reorganisation taking effect;
(ii) the Placing Agreement having become unconditional in respect
of the Placing (save for Admission) and not having been terminated
in accordance with its terms prior to Admission; and
(iii) Admission becoming effective on or before 8.00 a.m. on
17 July 2015 or such later date as the Company and Brandon Hill
may agree, being no later than 8.00 a.m. on 14 August 2015.
Application will be made to the London Stock Exchange for
Admission of the New Ordinary Shares (including the Placing Shares
and the Adviser Shares) and it is expected that Admission will
become effective and that dealings in the Placing Shares will
commence on AIM at 8.00 a.m. on 16 July 2015.
Shareholders should note that the Placing has been concluded as
a private placing and there is no offer of Placing Shares to
Shareholders or any member of the public.
The Placing is conditional upon, amongst other things, the
passing of the Resolutions and, accordingly if the Resolutions are
not passed, the Placing will not complete.
Related Party Transaction
As part of the Placing, Toscafund, a substantial shareholder in
the Company and a related party (as defined by the AIM Rules), is
subscribing for 20,000,000 Placing Shares at the Placing Price.
Toscafund is subscribing for Placing Shares on the terms and
conditions set out above and will not be offered any beneficial
arrangement.
Toscafund currently holds 563,260,759 Existing Ordinary Shares
in the Company, representing 22.21 per cent. of the Company's
issued share capital. Immediately after Admission and completion of
the Share Capital Reorganisation, and assuming that the Rule 9
Waiver Resolution is passed by Independent Shareholders, Toscafund
will hold 25,632,608 New Ordinary Shares, representing 41.47 per
cent. of the Company's issued ordinary share capital following the
Share Capital Reorganisation and as enlarged by the Placing and the
issue of the Adviser Shares, and assuming that no options, warrants
or other convertible securities are exercised prior to
Admission.
The subscription by Toscafund for these New Ordinary Shares
constitutes a related party transaction for the purposes of the AIM
Rules. The Directors of the Company, having consulted with
Westhouse Securities, the Company's nominated adviser, consider the
terms of such subscription for shares by Toscafund to be fair and
reasonable insofar as the shareholders of the Company are
concerned.
Interests of presumed concert parties of Toscafund
Michael Kerr-Dineen (a director of Old Oak Holdings, which
company is a member of the Old Oak Group and which group also
includes Toscafund), through his personal pension fund, is deemed
to hold an interest in 187,850 Existing Ordinary Shares that are
currently held by that pension fund. These 187,850 Existing
Ordinary Shares constitute 0.0074 per cent. of the total existing
issued ordinary share capital of the Company. Following completion
of the Share Capital Reorganisation and the Placing (assuming all
Placing Shares are issued) and the issue of the Adviser Shares,
those shares would constitute 0.0030 per cent. of the enlarged
issued ordinary share capital of the Company.
The indirect interests of Mr Kerr-Dineen in the above-mentioned
Existing Ordinary Shares are not included in the interests held by
Toscafund in San Leon ordinary shares as stated throughout this
document. Mr Kerr-Dineen is, for the purposes of the Irish Takeover
Rules, presumed to be acting in concert with Toscafund. However,
even if his indirect holding of ordinary shares of the Company as
set out above was aggregated with the holdings of Toscafund
post-Admission (assuming placing of all Placing Shares and the
issue of the Adviser Shares), the aggregate holding of Mr
Kerr-Dineen and Toscafund would not exceed 41.61 per cent., being
the maximum holding of San Leon ordinary shares that Toscafund (or
persons acting in concert with it) would be permitted to acquire
within the terms of the Rule 9 Waiver (if approved by Independent
Shareholders). The ordinary shares in which Mr Kerr-Dineen is
indirectly interested will be excluded from the vote of Independent
Shareholders on the Rule 9 Waiver Resolution.
6. SHARE CAPITAL REORGANISATION
The Company's share capital now comprises 2,535,589,975 Existing
Ordinary Shares each with a nominal value of EUR0.05. The Existing
Ordinary Shares have for some time been trading on AIM at a price
below their nominal value of EUR0.05 per share. The issue and
allotment of new shares by an Irish incorporated company at a price
below their nominal value is prohibited by Irish company law and
accordingly the ability of the Company to raise funds by way of the
issue of further equity has been restricted.
In addition, as a consequence of having a very large number of
Existing Ordinary Shares, with a very low share price, small
movements in the share price can result in large percentage
movements and therefore considerable volatility. The Share Capital
Reorganisation will reduce the number of shares in issue and result
in a commensurately higher share price that will be at a level that
the Directors believe is more appropriate for a company of the
Company's size and should be more attractive to a greater number of
potential investors.
Assuming no further Existing Ordinary Shares are issued between
the date of this document and the Record Time, the Company's issued
ordinary share capital will consist of 61,809,052 New Ordinary
Shares after the Share Capital Reorganisation and completion of the
Placing and the issue of the Adviser Shares.
Impact of the Share Capital Reorganisation
It is proposed that the Share Capital Reorganisation will
consist of the following steps:
(a) each Existing Ordinary Share in issue will be sub-divided
into one Intermediate Ordinary Share of EUR0.0001 each and 499
Deferred Shares of EUR0.0001 each;
(b) every one hundred Intermediate Ordinary Shares in issue
will then be consolidated into one New Ordinary Share of EUR0.01
each;
(c) each authorised but un-issued Existing Ordinary Share will
be sub-divided into five (5) New Ordinary Shares;
(d) no shareholder may hold a fraction of a share and accordingly
fractional entitlements arising out of the consolidation under
sub-paragraph (b) above will be aggregated into New Ordinary
Shares and will be sold in the market after the Share Capital
Reorganisation has become effective; and
(e) amendment of the Company's Articles to set out the rights
and restrictions attaching to the Deferred Shares.
Following the Share Capital Reorganisation, although each holder
of New Ordinary Shares will hold fewer New Ordinary Shares than
their holding of Existing Ordinary Shares prior to the Share
Capital Reorganisation, each Shareholder's proportionate interest
in the ordinary share capital of the Company will, save for minor
adjustments as a result of the fractional entitlement provisions
set out below, and save for the dilution attributable to the
Placing and the issue of the Adviser Shares remain unchanged. It is
only the number of ordinary shares in issue and the effective
nominal value of such ordinary shares which will have changed as a
result of the Share Capital Reorganisation and, other than this,
each New Ordinary Share will carry the same rights and entitlements
as set out in the Company's Articles of Association that currently
attach to the Existing Ordinary Shares. The New Ordinary Shares
will rank equally with one another. As further detailed below, the
Deferred Shares will have no valuable economic rights.
Additionally, the Share Capital Reorganisation will not have any
impact on the Company's net assets as no material change in the
total aggregate nominal value of the Company's issued share capital
will occur. Following the Share Capital Reorganisation and
Admission and assuming no further shares in the Company are issued
after the date of this document, the Company's issued share capital
will consist of 61,809,052 New Ordinary Shares and
1,265,259,397,525 Deferred Shares.
Application will be made to AIM for the New Ordinary Shares to
be admitted to trading. The last day of trading on AIM for the
Existing Ordinary Shares is expected to be 15 July 2015, with
trading in the New Ordinary Shares expected to commence at 8.00
a.m. on 16 July 2015.
Following the Share Capital Reorganisation, the Company's new
ISIN Code will be IE00BWVFTP56 and its new SEDOL Code will be
BWVFTP5. Furthermore, the new ISIN for the Company's Sponsored ADR
Programme will be US79846M2026.
The Deferred Shares will have no voting or dividend rights and,
on a return of capital on a winding up, will have no valuable
economic rights. No share certificates will be issued in respect of
the Deferred Shares, nor will stock accounts in CREST be credited
with any entitlement to Deferred Shares, nor will they be admitted
to trading on AIM or any other investment exchange.
Warrants
There are currently 57,064,656 warrants outstanding in relation
to the share capital of the Company. The range of exercise prices
of outstanding warrants is GBP0.11 to GBP0.125 and the warrants
expire between 31 December 2015 and 31 December 2016. As at 19 June
2015, being the latest practicable date prior to the publication of
this document, if exercised these warrants would be equivalent to a
total of 2.25 per cent. of the Company's issued ordinary share
capital.
The Share Capital Reorganisation constitutes an adjustment event
under the warrant terms and therefore the number of warrants and
their exercise price will be adjusted pursuant to those adjustment
terms. If you are a warrant holder, you will shortly receive a
letter outlining the proposed amendments to your warrants.
Share Options
There are currently 134,738,503 share options outstanding in
relation to the share capital of the Company. The range of exercise
prices of outstanding options is from GBP0.04 to GBP0.62. As at 19
June 2015, being the latest practicable date prior to the
publication of this document these share options are equivalent to
a total of 5.31 per cent. of the Company's issued ordinary share
capital.
The Share Capital Reorganisation constitutes an adjustment event
under the terms of the Share Schemes and therefore the number of
options and the option price will be adjusted pursuant to the terms
of the Share Schemes. If you are an option holder, you will shortly
receive a letter outlining the proposed amendments to your share
options.
The Adviser Shares
The Company has agreed to allot on completion of the Placing the
Westhouse Adviser Shares (being 109,403 New Ordinary Shares) to
Westhouse Securities in lieu of professional fees. In addition, the
Company has agreed to allot on completion of the Placing the
Whitman Howard Adviser Shares (being 93,750 New Ordinary Shares) to
Whitman Howard in lieu of professional fees.
Fractional Entitlements
Unless your holding of Existing Ordinary Shares at the Record
Time is exactly divisible by 100, the Share Capital Reorganisation
would result in you having a fractional entitlement to a New
Ordinary Share. Shareholders cannot hold fractional entitlements to
New Ordinary Shares and so such fractional entitlements will be
aggregated by the Directors and sold in the market. The net
proceeds of any such sale (after the deduction of the expenses of
the sale) will be distributed pro rata to the relevant
Shareholders, provided always that no payment will be made to any
Shareholder who is entitled to receive a payment of EUR2.54 or
less. In accordance with article 45 of the Articles of the Company,
amounts of EUR2.54 or less that would otherwise be payable to
Shareholders will be retained for the benefit of the Company. Your
entitlement to New Ordinary Shares will be rounded down to the
nearest whole number. This means that if you hold fewer than 100
Existing Ordinary Shares immediately prior to the Share Capital
Reorganisation, you will not hold any New Ordinary Shares on
Admission.
Where a person is entitled to a payment in respect of fractional
entitlements (i.e. that person is entitled to receive an amount in
excess of EUR2.54), such payment is expected to be despatched by 23
July 2015 by CREST payment or by cheque. CREST Shareholders will
receive the relevant fractional entitlement payment via their CREST
accounts. Non-CREST Shareholders, regardless of whether they have
an existing mandate to a bank or building society account, will
receive a cheque in respect of the relevant fractional entitlement
payment. Based on the closing mid-price of 1.1p on 29 May 2015, the
last day prior to the issue of the Announcement it is unlikely that
any cheques will be issued.
Deferred Shares and amendments to the Articles of
Association
To give effect to the creation of the Deferred Shares at the
EGM, the Company will propose a Resolution to effect an amendment
to the Articles to set out the rights and restrictions attaching to
the Deferred Shares. Copies of the proposed Memorandum and Articles
are available for inspection.
The Deferred Shares which will be created on the Share Capital
Reorganisation becoming effective will have no voting or dividend
rights, will not carry any entitlement to attend general meetings
of the Company and, on a return of capital on a winding up, will
have no valuable economic rights. The Deferred Shares will only be
entitled to a payment on a return of capital or winding up of the
Company (but not otherwise) after payment of the amounts entitled
to be paid to holders of the New Ordinary Shares and the further
payment of EUR10,000,000 on each such New Ordinary Share. As such,
the Deferred Shares will be effectively valueless as they will
carry very limited rights. The Deferred Shares will not be admitted
to trading on AIM, no share certificates will be issued in respect
of the Deferred Shares and they may not be held in CREST.
7. EXTRAORDINARY GENERAL MEETING
At the EGM of the Company to be held on 15 July 2015, authority
will be sought from Shareholders to carry out the Share Capital
Reorganisation, approval the Rule 9 Waiver Resolution and
facilitate the issue of the Placing Shares pursuant to the
Placing.
A summary and explanation of the Resolutions is set out below.
Please note that the summary and explanation is not the full text
of the Resolutions and Shareholders should review the full text of
the Resolutions before deciding whether or not to approve them.
If passed at the EGM, the Resolutions will:
(i) implement the Share Capital Reorganisation;
(ii) confer upon the Directors the authority to issue (A) the
New Ordinary Shares pursuant to the Placing and (B) relevant
securities including New Ordinary Shares of an amount up to
approximately 33.33 per cent. of the issued ordinary share capital
of the Company as increased by the issue of the Placing Shares;
(iii) empower the Directors to dis-apply statutory pre-emption
rights in respect of (A) the issue of the Placing Shares and
(B) the issue of equity securities of an amount up to 10 per
cent. of the issued share capital of the Company as enlarged
by the Placing Shares;
(iv) amend the Memorandum and Articles of Association in order
to take account of the Companies Act 2014 (which came into effect
on 1 June 2015), align the Company's Articles with those of
comparable companies and set out the rights of the Deferred
Shares; and
(v) approve the waiver of Toscafund's obligation under Rule
9 of the Irish Takeover Rules. This Resolution will be proposed
on a poll of the Independent Shareholders.
The Placing is conditional upon, amongst other things, the
passing of the Resolutions and, accordingly if the necessary
Resolutions are not passed, the Placing will not complete.
The Companies Act 2014
The 2014 Act became effective on 1 June 2015. As a result,
certain of the provisions in the existing Irish Company Law have
been altered. The purpose of Resolutions 6 and 7 is to make certain
amendments to the Memorandum and Articles of Association in order
to ensure that these changes to Irish Company Law do not have an
un-intended effect on the Memorandum and Articles of Association by
altering how the provisions in the Memorandum and Articles of
Association are to be applied. As most of the changes to the
Memorandum and Articles of Association are intended to preserve the
status quo it is therefore not considered necessary to vote
separately on each amendment to the Memorandum and Articles of
Association.
A copy of the New Memorandum and Articles is available on the
Company's website (www.sanleonenergy.com), at its registered office
and at the offices of WhitneyMoore in Dublin.
RESOLUTION 1 - Ordinary Resolution
Each of the issued Existing Ordinary Shares will be subdivided
into one Intermediate Ordinary Share of EUR0.0001 each and 499
Deferred Shares of EUR0.0001 each. Every one hundred of the
Intermediate Ordinary Shares will then be consolidated into one New
Ordinary Share of EUR0.01 each. The un-issued Existing Ordinary
Shares will each be subdivided into five New Ordinary Shares of
EUR0.01 each.
RESOLUTION 2 - Special Resolution
This Resolution seeks to amend the Articles of the Company in
order to provide for the rights and privileges attached to the
Deferred Shares.
RESOLUTION 3 - Ordinary Resolution
Authority for the Directors to allot New Ordinary Shares
An ordinary resolution will be proposed so as to give the
Directors authority, pursuant to section 1021 of the 2014 Act in
place of the existing authorities of the Company to exercise all
the powers of the Company to allot: (i) the Placing Shares; and
(ii) up to an additional 33.33 per cent. of the issued ordinary
share capital of the Company as increased by the allotment of the
Placing Shares. This authority will commence on the date of the
passing of this Resolution. The authority will expire at the
conclusion of the annual general meeting in 2016 or, if earlier,
the date which is twenty months from the date of the passing of the
Resolution unless previously renewed varied or revoked by the
Company in general meeting.
RESOLUTION 4 - Special Resolution
Disapplication of pre-emption rights (1)
A special resolution will be proposed to give the Directors
power, in addition to any existing authority and Resolution 5, to
disapply statutory pre-emption rights (as conferred by sections
1022 and 1023 of the 2014 Act) in respect of the issue of the
Placing Shares. The power will expire on the earlier of fifteen
months from the date of passing the resolution or the close of
business on the date of the next annual general meeting of the
Company.
RESOLUTION 5 - Special Resolution
Disapplication of pre-emption rights (2)
A special resolution will be proposed to give the Directors
power at their discretion and without applying statutory
pre-emption rights for Shareholders, in place of any existing
authority but in addition to the authority granted under Resolution
4 by way of rights issue or open offer, to allot New Ordinary
Shares at their discretion and without applying statutory
pre-emption rights for Shareholders; and (ii) in addition, to allot
a limited amount of New Ordinary Shares of up to ten per cent.
(10%) of the issued ordinary share capital of the Company as
enlarged by the issue of the Placing Shares.
The authority being granted under sections 1022 and 1023 of the
2014 Act will commence on the date of the passing of this
Resolution and will expire at the conclusion of the annual general
meeting of the Company in 2016 or, if earlier, the date which is
twenty months from the date of passing of this Resolution.
RESOLUTION 6 - Special Resolution
Amended Memorandum of Association
A special resolution will be proposed in order to make minor
amendments to the Memorandum of Association with the purpose of
updating the statutory references therein in order to be consistent
with the 2014 Act.
RESOLUTION 7 - Special Resolution
Amended Articles
A special resolution will be proposed in order to make minor
amendments to the Articles with the purpose of updating the
statutory references therein in order to be consistent with the
2014 Act. It is also proposed to make certain amendments to the
Articles in order to ensure that the changes to Irish Company Law
resulting from the 2014 Act will not have an un-intended effect on
the Articles by altering how the provisions in the Articles are to
be applied.
RESOLUTION 8 - ORDINARY RESOLUTION
Rule 9 Waiver
Resolution 8, which will be proposed on a poll, is an ordinary
resolution to approve the increase in the aggregate percentage of
the total New Ordinary Shares held by Toscafund and/or any person
deemed or presumed under the Takeover Rules to be acting in concert
with it following the Placing up to 41.61 per cent. without the
requirement to make an offer for the balance of the New Ordinary
Shares in issue under Rule 9 of the Irish Takeover Rules. Only
Independent Shareholders may vote on Resolution 8.
8. ACTION TO BE TAKEN
Eligibility to Vote on the Resolutions
All Shareholders on the register at the requisite time will be
eligible to vote on all the Resolutions, with the exception of
Resolution 8, the Rule 9 Waiver Resolution. Only Independent
Shareholders will be eligible to vote on the Rule 9 Waiver
Resolution which, pursuant to the waiver conditions imposed by the
Panel, will be conducted by way of a poll. All Independent
Shareholders on the register at the requisite time will be eligible
to vote on the Rule 9 Waiver Resolution.
The Placing is conditional upon, amongst other things, the
passing of the Resolutions and, accordingly if the Resolutions are
not passed, the Placing will not complete.
9. RECOMMENDATION
Resolutions 1, 2, 3, 4, 5, 6 and 7.
The Directors consider that the Placing, the Share Capital
Reorganisation and Resolutions 1-7 are in the best interests of the
Company and Shareholders as a whole. Accordingly, the Directors
unanimously recommend that you vote in favour of Resolutions 1-7,
as those Directors who own Existing Ordinary Shares have undertaken
to do in respect of their entire beneficial holdings of 143,867,181
Existing Ordinary Shares (representing approximately 5.67 per cent.
of the issued share capital of the Company as at the date of this
document).
Rule 9 Waiver Resolution (Resolution 8)
The Directors, having been so advised by Westhouse Securities,
consider the passing of the Rule 9 Waiver Resolution to be in the
best interests of the Company and therefore unanimously recommend
that Independent Shareholders vote in favour of the Rule 9 Waiver
Resolution at the EGM, as they have undertaken to do in respect of
their own beneficial holdings, being in aggregate 143,867,181
Existing Ordinary Shares, representing approximately 5.67 per cent.
of the Existing Ordinary Shares at the date of the Circular.
Yours faithfully
OisÃn Fanning
Executive Chairman
San Leon Energy plc
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Announcement of the Placing and Share Capital 1 June 2015
Reorganisation
Date of the Circular 22 June 2015
Latest time and date for receipt of Forms 11.00 a.m. on 13
of Proxy July 2015
Extraordinary General Meeting 11.00 a.m. on 15
July 2015
Last day of dealings on AIM in the Existing 15 July 2015
Ordinary Shares
Record date and time for the Share Capital 6.00 p.m. on 15
Reorganisation July 2015
Admission and commencement of dealings 8.00 a.m. on 16
in the New Ordinary Shares, the Adviser July 2015
Shares and the Placing Shares on AIM
CREST Accounts credited with New Ordinary 16 July 2015
Shares
Despatch of new share certificates in respect by 23 July 2015
of New Ordinary Shares to certificated
Shareholders
Despatch of cheques in respect of sales by 23 July 2015
of fractional entitlements
Notes:
(i) Each of the times and dates shown above and elsewhere in
this document are subject to change.
(ii) References to time in this document are to London time unless otherwise stated.
(iii) If any of the above times and/or dates change, the revised
time(s) and/or date(s) will be notified to Shareholders by
announcement through a Regulatory Information Service.
SHARE CAPITAL REORGANISATION AND PLACING STATISTICS
Number of Existing Ordinary Shares 2,535,589,975
Number of New Ordinary Shares (excluding the Placing
Shares and the Adviser Shares) following completion
of the Share Capital Reorganisation(i),(ii) 25,355,899
Number of Placing Shares being placed on behalf
of the Company(iv) 36,250,000
Placing Price per Placing Share(iii) 80 pence
Number of New Ordinary Shares in issue immediately
following completion of the Placing, including
all of the Placing Shares and the Adviser Shares(i)(ii)(iv) 61,809,052
Number of Placing Shares as a percentage of the 58.6 per cent.
enlarged issued ordinary share capital of the
Company immediately following completion of the
Placing(i)(ii)(iv)
Gross proceeds of the Placing(iv) GBP29 million
Net proceeds of the Placing(iv) GBP28.06 million
Notes:
(i) Assumes that no Existing Ordinary Shares are issued
following the date of this document and prior to the completion of
the Share Capital Reorganisation and the Placing and excluding the
Deferred Shares which are non-voting.
(ii) Assumes no fractional entitlements arising from the Share Capital Reorganisation.
(iii) Equivalent to 0.8p per Existing Ordinary Share.
(iv) Assumes that all of the Resolutions, including the Rule 9
Waiver Resolution, are passed and that all of the Placing Shares
are issued.
ISIN for Existing Ordinary Shares IE00B3CLK236
ISIN for New Ordinary Shares IE00BWVFTP56
SEDOL for New Ordinary Shares BWVFTP5
ISIN for Sponsored ADR Programme US79846M2026
(New Ordinary Shares)
APPENDIX - DEFINITIONS
The following definitions apply throughout this announcement,
unless the context otherwise requires:
"EUR" or "EUR" Euro, the lawful currency of Ireland.
"GBP" Pounds Sterling, the lawful currency of
the United Kingdom.
"2013 Annual Report" the annual report and accounts of the Company
for the financial year ended 31 December
2013.
"2014 Act" the Companies Act 2014 of Ireland.
"Admission" admission of the New Ordinary Shares, including
the Placing Shares and the Adviser Shares
to trading on AIM becoming effective in
accordance with Rule 6 of the AIM Rules.
"Adviser Shares" the Westhouse Adviser Shares and the Whitman
Howard Adviser Shares.
"AIM" the market of that name operated by the
London Stock Exchange.
"AIM Rules" the rules for AIM Companies issued by the
London Stock Exchange, from time to time.
"Announcement" the RIS announcement relating to the Share
Capital Reorganisation, the Rule 9 Waiver
and the Placing released by the Company
on 1 June 2015.
"Articles" the articles of association of the Company.
"Articles Amendment" the amendments proposed to the Company's
Articles.
"Barryroe NPI" the 4.5 per cent. net profit interest granted
by Providence Resources plc pursuant to
the agreement dated 22 December 2011 entered
into between Providence Resources plc and
Island Expro Limited.
"Board" or "Directors" the directors of the Company.
"Brandon Hill" Brandon Hill Capital Limited, the Company's
sole bookrunner for the Placing and joint
broker.
"Business Day" a day on which dealings take place on the
London Stock Exchange.
"Circular" the document to be sent to Shareholders
to approve the Placing and convene the EGM
at which the Share Capital Reorganisation
will be implemented and the Rule 9 Waiver
Resolution passed.
"Company" San Leon Energy plc, a company incorporated
in Ireland with limited liability under
the Companies Acts, 1963 to 1990, with registration
number 237825 and whose registered office
is at First Floor, Wilton Park House, Wilton
Place, Dublin 2, Ireland.
"Consolidation" the share capital consolidation to be proposed
pursuant to and as part of the Share Capital
Reorganisation Resolutions whereby, if such
Share Capital Reorganisation Resolution
is approved by the Shareholders, every one
hundred issued Intermediate Ordinary Shares
will be consolidated into one New Ordinary
Share.
"CREST" the computer based system and procedures
which enable title to securities to be evidenced
and transferred without a written instrument,
administered by Euroclear.
"Deferred Shares" the deferred shares of EUR0.0001 each in
the capital of the Company following the
Sub-Division.
"EGM" or "Extraordinary the extraordinary general meeting of the
General Meeting" Company to be held at the Herbert Park Hotel,
Ballsbridge, Dublin 4, Ireland at 11.00
a.m. on 15 July 2015.
"Euroclear" Euroclear UK & Ireland Limited, the operator
of CREST.
"Existing Ordinary the ordinary shares of EUR0.05 in issue
Shares" as at the date of this document and any
such ordinary shares issued prior to the
Record Time.
"FCA" the Financial Conduct Authority of the United
Kingdom.
"Form of Proxy" the form of proxy for use at the EGM which
will be enclosed with the Circular.
"FSMA" the Financial Services and Markets Act 2000
(as amended) of the United Kingdom.
"Group" the Company and its subsidiaries and/or
subsidiary undertakings.
"Independent Shareholder(s)" all Shareholders, excluding, for the purpose
of the vote on the Rule 9 Waiver Resolution,
Toscafund and any party acting in concert
with Toscafund.
"Intermediate Ordinary the ordinary shares of EUR0.0001 each following
Shares" the Sub-Division.
"Ireland" the island of Ireland excluding Northern
Ireland.
"London Stock Exchange" London Stock Exchange plc.
"Memorandum and Articles the memorandum and articles of association
of Association" of the Company.
"Memorandum of Association" the memorandum of association of the Company.
"New Memorandum and the memorandum of association and articles
Articles" of association of the Company to be adopted
at the EGM.
"New Ordinary Shares" ordinary shares of EUR0.01 each in the share
capital of the Company following completion
of the Share Capital Reorganisation.
"Old Oak Group" means the group comprised of the entities
including Toscafund, the main holding company
of which is Old Oak Holdings, but which
group is under the ultimate control of Martin
Hughes.
"Old Oak Holdings" means Old Oak Holdings Limited a private
limited company
incorporated in England and Wales with company
number 05248512.
"Official List" the official list maintained by the United
Kingdom Listing Authority.
"pence" or "p" pence, the lawful currency of the United
Kingdom.
"Placee" the persons being issued Placing Shares
under the Placing, in accordance with the
Placing Agreement.
"Placing" the placing of the Placing Shares by Brandon
Hill as agent for the Company on the terms
and subject to the conditions set out in
the Placing Agreement.
"Placing Agreement" the placing agreement entered into between
the Company and Brandon Hill dated 1 June
2015 setting out the terms of the Placing.
"Placing Price" 80p per Placing Share.
"Placing Shares" up to 36,250,000 New Ordinary Shares to
be issued pursuant to the Placing.
"Record Time" 6.00 p.m. on the date of the EGM (including
any adjournment thereof) being the time
by reference to which the Consolidation
and Sub-Division is calculated.
"Regulatory Information one of the regulatory information services
Service" authorised by the United or "RIS" Kingdom
Listing Authority to receive, process and
disseminate regulatory information in respect
of listed companies.
"Resolutions" the ordinary resolutions and special resolutions
to be proposed at the EGM.
"Rule 9 Waiver" the conditional waiver granted by the Irish
Takeover Panel of the
obligations of Toscafund arising pursuant
to Rule 9 of the Irish Takeover Rules to
make a general offer for the balance of
the New Ordinary Shares in issue following
the Share Capital Reorganisation.
"Rule 9 Waiver Resolution" the resolution to be proposed as an ordinary
resolution at the EGM pursuant to which
the Independent Shareholders are requested
to approve, on a poll, the increase in the
aggregate percentage of the total New Ordinary
Shares held by Toscafund following the Placing.
"Share Capital Reorganisation" the share capital reorganisation proposed
pursuant to the Share Capital Reorganisation
Resolutions, including the Sub-Division,
Consolidation and Articles Amendment.
"Share Capital Reorganisation the resolutions proposed at the EGM in connection
Resolutions" with the Sub-Division, Consolidation and
Articles Amendment as set out in the notice
of EGM.
"Share Schemes" the share option plan and the share based
payment scheme of the Company.
"Shareholder" a holder of Existing Ordinary Shares or,
following the Share Capital Reorganisation,
New Ordinary Shares.
"Sponsored ADR Programme" the Company's Level 1 Sponsored American
Depositary Receipt Programme.
"Sub-Division" the share capital sub-division proposed
pursuant to and as part of the Share Capital
Reorganisation Resolutions whereby, if such
Resolutions are approved by shareholders:
(i) every Existing Ordinary Share in issue
will be sub-divided into one Intermediate
Ordinary Share and four hundred and ninety
nine Deferred Shares; and
(ii) every un-issued Existing Ordinary Share
shall be sub-divided into five New Ordinary
Shares.
"Takeover Panel" the Irish Takeover Panel, established pursuant
or "Panel" to the Irish Takeover Panel 1997 as amended.
"Takeover Rules" the Irish Takeover Panel Act 1997, Takeover
or "Irish Takeover Rules 2013.
Rules"
"Toscafund" Toscafund Asset Management LLP a limited
liability partnership incorporated in England
and Wales with registered number OC320318
and any fund managed by Toscafund Asset
Management LLP.
"United Kingdom" United Kingdom of Great Britain and Northern
Ireland.
"United Kingdom Listing the FCA, acting in its capacity as the competent
Authority" authority for the purposes of Part VI of
the FSMA.
"US" or "United States" the United States of America, its territories
and possessions, any state of the United
States of America, the District of Columbia
and all other areas subject to the jurisdiction
of the United States of America.
"US$" United States Dollars, the lawful currency
of the US.
"Westhouse Securities" Westhouse Securities Limited, the Company's
Nominated Adviser.
"Westhouse Adviser 109,403 New Ordinary Shares to be issued
Shares" to Westhouse Securities in consideration
of their professional fees.
"Whitman Howard" Whitman Howard Limited.
"Whitman Howard Adviser 93,750 New Ordinary Shares to be issued
Shares" to Whitman Howard in consideration of their
professional fees.
Notes:
(i) Unless otherwise stated in this document, all references to
statutes or other forms of legislation shall refer to statutes or
legislation of Ireland. Any reference to any provision of any
legislation shall include any amendment, modification, re-enactment
or extension thereof
(ii) Words importing the singular shall include the plural and
vice versa and words importing the masculine gender shall include
the feminine or neuter gender.
FORWARD-LOOKING STATEMENTS
This document 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 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",
"proposes to", "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 12
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 and/or gas
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 document by or on
behalf of the Company speak only as at the date they are made.
Except as required by the FCA, 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 document 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.
IMPORTANT NOTICE
The Placing Shares, the Adviser Shares and the New Ordinary
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 of 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 outside the United States in offshore
transactions as such terms are defined in, and in reliance on,
Regulation S under the US Securities Act.
The Placing Shares, the Adviser Shares and the New Ordinary
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 document. Any representation to the contrary is a
criminal offence in the United States.
This document is not being and may 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 document (including brokers, custodians,
trustees and other nominees) must not, directly or indirectly,
mail, transmit or otherwise forward, distribute or send this
document in or into the United States.
The Placing Shares, the Adviser Shares and the New Ordinary
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, the Adviser Shares and the New Ordinary 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
document in or into other jurisdictions other than Ireland and the
United Kingdom may be restricted by law and therefore persons into
whose possession this document 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 document is being sent into
Australia, Canada, Japan and South Africa only to Shareholders for
information in connection with the Extraordinary General Meeting
and does not constitute an offer to sell, or a solicitation of an
offer to buy, Placing Shares, the Adviser Shares or New Ordinary
Shares to or from any Shareholder in Australia, Canada, Japan or
South Africa.
Westhouse Securities, which is authorised and regulated in the
United Kingdom by the FCA, is the Company's nominated adviser.
Westhouse Securities' 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. Westhouse Securities is acting exclusively for
the Company and no one else in connection with Admission and will
not regard any other person as a client in relation to Admission
and will not be responsible to anyone other than the Company for
providing the protections afforded to clients of Westhouse
Securities or for providing advice in relation to Admission or any
matters referred to in this announcement.
Brandon Hill, which is authorised and regulated in the United
Kingdom by the FCA, is the Company's joint broker and is acting
exclusively for the Company and no one else in connection with the
Placing and will not regard any other person 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 Brandon Hill or for providing advice in relation to the Placing
or any matters referred to in this document.
Apart from the responsibilities and liabilities, if any, which
may be imposed on each of Westhouse Securities and Brandon Hill by
the FSMA or otherwise cannot be excluded by law, neither of
Westhouse Securities or Brandon Hill accepts any responsibility
whatsoever 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, the Share Capital Reorganisation, the Rule 9
Waiver, the Placing Shares or the Placing. Westhouse Securities and
Brandon Hill accordingly disclaim all and any liability (whether
arising in tort, delict, under contract or otherwise) (save as
referred to above), which they might otherwise have in respect of
this document or such statement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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