African Petroleum Corporation Limited (“African Petroleum
Corporation” or the “Company”), an independent oil and gas
exploration company operating high impact exploration
licences offshore West Africa, intends to carry out a private
placement to raise between NOK 170 million to NOK 260 million
(approximately US$20 million to US$30 million) through the
issue of new fully paid ordinary shares to certain existing
and new investors (the “Private Placement”). Mirabaud
Securities LLP and Pareto Securities AS have been appointed
to act as Joint Lead Managers for the Private Placement and
EAS Advisors, LLC, acting through Merriman Capital, Inc., a
member of FINRA / SIPC has been appointed as US Sub-Agent for
the Private Placement.
Proceeds from the Private Placement will be used to
strengthen the Company’s balance sheet and liquidity
position, to fund the Company’s ongoing exploration
programme, including the Ayame-1X exploration well being
drilled in Côte d’Ivoire, as well as for working capital and
for general corporate purposes.
The Private Placement will be directed at (a) investors in
Norway, (b) investors outside Norway and the United States,
pursuant to applicable exemptions from local prospectus
requirements and other filing requirements and in compliance
with Regulation S under the U.S. Securities Act of 1933, as
amended (the “U.S. Securities Act”), and © in the United
States to qualified institutional buyers (“QIBs”) as defined
in, Rule 144A under the U.S. Securities Act; in each case
subject to a minimum application and allocation of an amount
in NOK equivalent to EUR 100,000.
The shares to be offered in the Private Placement (the “Offer
Shares”) will be offered at a price determined through an
accelerated book building process and will be determined
before the application period closes. The application period
for the Private Placement commences today, 2 May 2017, at
16:30 (CET) and will close on 3 May 2017 at 08:00 (CET). The
Company, together with the Joint Lead Managers, reserves the
right to close the application period at any time at their
sole discretion, or to cancel the Private Placement in its
entirety.
The allocation of the Offer Shares will be determined at the
end of the application period. The final allocation of the
Offer Shares will be made by the Company’s Board of Directors
(“Board”) and at the Board’s sole discretion. The completion
of the Private Placement will be conditional upon (i) the
relevant corporate resolutions required to implement the
Private Placement being made by the Company; (ii) the Company
receiving full payment for the Offer Shares on the due date
for payment; (iii) any regulatory approvals required to issue
the Offer Shares; and (iv) the approval by the Financial
Supervisory Authority of Norway of a prospectus prepared in
accordance with the Norwegian Securities Trading Act
(the “NSTA”) Chapter 7 for admission to listing of the Offer
Shares on Oslo Axess.
The Company will announce the number of shares allocated in
the Private Placement through a stock exchange notice
expected to be published before opening of the trading on
Oslo Axess tomorrow, 3 May 2017.
Assuming successful completion of the Private Placement and
fulfilment of the conditions as set out above, the Offer
Shares are expected to be issued on or about 12 May 2017 and
be tradable on Oslo Axess shortly thereafter.
The Board has taken account of its obligations under section
5-14 of the NSTA and the section 2.1 of the Continuing
Obligations for Stock Exchange Listed Companies
(the “Continuing Obligations”) and considers the Private
Placement to be in the best interests of the Company to
secure funding from qualifying investors at the most
competitive cost, in a timescale that will allow the Company
to continue to concentrate on its farm-out opportunities, to
secure partners for certain of its licences, and to secure
funds for payment of operational commitment’s as they fall
due.
Subject to completion of the Private Placement the Board
intends to carry out a subsequent offering of new shares at
the same terms as in the Private Placement, in which the
Company’s shareholders holding shares through
Verdipapirsentralen ASA (“VPS”) as of 2 May 2017, as
registered in the VPS on 4 May 2017 (the “Record Date”), who
were not invited to participate in the Private Placement and
who are not resident in a jurisdiction where such offering
would be unlawful or, for jurisdictions other than Norway,
would require any prospectus, filing, registration or similar
action, will be granted non-transferable allocation rights to
apply for, and, upon application, be allocated new shares in
the Company.
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