TIDMFOG
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION
IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, BY ANY MEANS OR MEDIA, IN
OR INTO OR FROM THE UNITED STATES (OR TO ANY US PERSONS), AUSTRALIA, NEW
ZEALAND, JAPAN OR THE REPUBLIC OF SOUTH AFRICA, OR ANY OTHER
JURISDICTION IN WHICH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF
CONSTITUTE A PROSPECTUS OR OFFERING MEMORANDUM NOR DOES IT CONSTITUTE AN
ADMISSION DOCUMENT PREPARED IN ACCORDANCE WITH THE AIM RULES OR EURONEXT
GROWTH RULES OR FORM PART OF ANY OFFER, RECOMMATION, INVITATION TO
SELL OR ISSUE, OR ANY SOLICITATION OF ANY OFFER TO PURCHASE OR SUBSCRIBE
FOR, ANY SECURITIES IN THE CAPITAL OF THE COMPANY
17 May 2019
Falcon Oil & Gas Ltd.
Results of Placing
Falcon Oil & Gas Ltd. ("Falcon" or the "Company") (AIM: FOG, Euronext
Growth: FAC, TSXV: FO.V), the international oil and gas company engaged
in the exploration and development of unconventional oil and gas assets,
is pleased to confirm the results of the proposed Placing announced by
the Company on 17 May 2019.
The Company can confirm that the Bookbuild has been completed and Falcon
has, conditionally, raised gross proceeds of c. GBP7 million (c.US$9
million) through the Placing, with Placees agreeing to subscribe for a
total of 50,543,242 Placing Shares at a Placing Price of GBP0.14 per
Placing Share.
The net proceeds of the Placing will primarily be used to fund Falcon's
share of estimated capital expenditure in respect of the drilling and
hydraulic fracture stimulation of four horizontal wells in the Beetaloo
Sub-basin, Australia.
Application for Admission
The Placing is conditional on the admission of the Placing Shares to
trading on Euronext Growth and AIM. Conditional approval to trading of
the Placing Shares on the TSX Venture Exchange Market was received by
the Company on 16 May 2019. It is expected that settlement of the
Placing Shares will occur, Admission will become effective and that
dealings in the Placing Shares will commence on Euronext Growth and AIM
at 8.00 a.m. on 22 May 2019. The Placing Shares will not trade on the
TSX Venture Exchange Market until the date that is four months and a day
after the day of issuance.
The Placing Shares will, when issued, be subject to the articles of
association of the Company and credited as full paid and will rank pari
passu in all respects with the existing issued Common Shares, including
the right to receive dividends and other distributions declared, made or
paid in respect of such Common Shares after the date of issues of the
Placing Shares. The Company's total issued share capital following
Admission will be 981,847,425 Common Shares.
The information contained within this announcement is deemed by the
Company to constitute inside information as stipulated under the Market
Abuse Regulations (EU) No. 596/2014.Upon the publication of this
Announcement this inside information is now considered to be within the
public domain.
Capitalised terms not defined in this announcement shall have the
meaning given to them in the announcement made by the Company at 7.00
a.m. on 17 May 2019.
Phillip O'Quigley, Chief Executive Officer of Falcon, said:
"Falcon is delighted with the proposed placing to conditionally raise
c.US$9 million. This placing will see the Company being adequately
funded through the next c.US$100m of capital expenditure on the Beetaloo
project. Preparations continue for the re-commencement of drilling of
Stage 2 in mid-2019, which will include the drilling and hydraulic
fracture stimulation of two horizontal wells, and we look forward to
updating the market in due course."
For further information on the Announcement, please contact:
Falcon Oil & Gas Ltd +353 1 676 8702
Phillip O'Quigley
Anne Flynn
Davy (Joint Bookrunner, Nominated Adviser
and Euronext Growth Advisor)
+353 1 679 6363
John Frain
Ronan Veale
Barry Murphy
RBC (Joint Bookrunner) +44 20 7653 4000
Matthew Coakes
Martin Copeland
Duncan Smith
Jack Wood
Cenkos (Joint Bookrunner) +44 (0)131 220 6939
Joe Nally
Neil McDonald
Derrick Lee
About Falcon Oil & Gas Ltd
Falcon is an international oil and gas company engaged in the
exploration and development of unconventional oil and gas assets, with
the current portfolio focused in Australia, South Africa and Hungary.
Falcon is incorporated in British Columbia, Canada and headquartered in
Dublin, Ireland with a technical team based in Budapest, Hungary.
Falcon is listed on AIM, Euronext Growth and the TSX Venture Exchange.
Neither TSX Venture Exchange nor its Regulation Services Provider (as
that term is defined in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this release.
IMPORTANT INFORMATION
Davy, who is authorised and regulated in Ireland by the CBI, is acting
as the Company's nominated adviser (pursuant to the AIM Rules for
Nominated Advisers), Euronext Growth adviser (pursuant to the Euronext
Growth Rules) and joint bookrunner to the Company. Davy is acting
exclusively to the Company in connection with the Placing and no other
person in connection with the Placing. Davy will not regard any other
person as its customer or be responsible to any other person for
providing the protections afforded to customers of Davy nor for
providing advice in relation to the transactions and arrangements
detailed in this Announcement for which the Company and the Directors
are solely responsible. Davy has not authorised the contents of, or any
part of, this Announcement and, without limiting the statutory rights of
any recipient of this Announcement, no liability whatsoever is accepted
by Davy for the accuracy of any information or opinions contained in
this Announcement or for omissions of any material information for which
it is not responsible. The responsibilities of Davy as the Company's
(i) nominated adviser solely for the purposes of the AIM Rules for
Nominated Advisers; and (ii) Euronext Growth adviser solely for the
purpose of the Rules for Euronext Growth Advisers, are owed solely to
the London Stock Exchange and Euronext Dublin respectively and are not
owed to the Company or any Director or to any other person in respect of
his decision to acquire Common Shares, or otherwise invest, in the
Company in reliance on any parts of this Announcement.
Cenkos, who is authorised and regulated in the United Kingdom by the FCA,
is acting as Joint Bookrunner to the Company. Cenkos is acting
exclusively for the Company in connection with the Placing and no other
person in connection with the Placing. Cenkos will not regard any other
person as its customer or be responsible to any other person for
providing the protections afforded to customers of Cenkos nor for
providing advice in relation to the transactions and arrangements
detailed in this Announcement for which the Company and the Directors
are solely responsible. Cenkos has not authorised the contents of, or
any part of, this Announcement and, without limiting the statutory
rights of any person to whom this Announcement is issued, no liability
whatsoever is accepted by Cenkos for the accuracy of any information or
opinions contained in this Announcement or for the omission of any
material information for which it is not responsible.
RBC, who is authorised by the Prudential Regulation Authority ("PRA")
and regulated in the United Kingdom by the FCA and the PRA, is acting as
Joint Bookrunner to the Company. RBC is acting exclusively for the
Company in connection with the Placing and no other person in connection
with the Placing. RBC will not regard any other person as its customer
or be responsible to any other person for providing the protections
afforded to customers of RBC nor for providing advice in relation to the
transactions and arrangements detailed in this Announcement for which
the Company and the Directors are solely responsible. RBC has not
authorised the contents of, or any part of, this Announcement and,
without limiting the statutory rights of any person to whom this
Announcement is issued, no liability whatsoever is accepted by RBC for
the accuracy of any information or opinions contained in this
Announcement or for the omission of any material information for which
it is not responsible.
This Announcement has been issued by, and is the sole responsibility of,
the Company. 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 any Joint Bookrunner or by any of
their respective affiliates, agents, directors, officers or employees 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.
The distribution of the Announcement and the offering of the Placing
Shares in certain jurisdictions may be restricted or prohibited by law
or regulation. Persons distributing the Announcement must satisfy
themselves that it is lawful to do so. Any failure to comply with these
restrictions may constitute a violation of the securities laws of any
such jurisdiction. No action has been taken by the Company or any of the
Joint Bookrunners or any of their respective affiliates, agents,
directors, officers or employees that would permit an offering of the
Placing Shares or possession or distribution of the Announcement or any
other offering or publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required. Persons into
whose possession the Announcement comes are required by the Company and
the Joint Bookrunners to inform themselves about, and to observe, such
restrictions.
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments,
as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated
Directive (EU) 2017/593 supplementing MiFID II; and (c) local
implementing measures (together, the "MiFID II Product Governance
Requirements"), and disclaiming all and any liability, whether arising
in tort, contract or otherwise, which any "manufacturer" (for the
purposes of the MiFID II Product Governance Requirements) may otherwise
have with respect thereto, the Placing Shares have been subject to a
product approval process, which has determined that such securities are:
(i) compatible with an end target market of retail investors and
investors who meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID
II (the "Target Market Assessment"). Notwithstanding the Target Market
Assessment, Placees should note that: the price of the Placing Shares
may decline and investors could lose all or part of their investment;
the Placing Shares offer no guaranteed income and no capital protection;
and an investment in the Placing Shares is compatible only with
investors who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing Shares.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, the Joint Bookrunners will only procure investors who meet
the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group
of investors to invest in, or purchase, or take any other action
whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own Target Market
Assessment in respect of the Placing Shares and determining appropriate
distribution channels.
The Announcement contains (or may contain) certain forward-looking
statements that are subject to risks and uncertainties. Forward looking
statements include statements relating to the following: (i) future
capital expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy, losses
and future prospects; and (ii) business and management strategies and
the expansion and growth of the Company's operations. These statements,
which sometimes use words such as "anticipate", "believe", "intend",
"estimate", "expect", "will", "may", "should", "plan", "target", "aim"
and words of similar meaning or similar expressions or negatives
therefor, reflect the Directors' beliefs and expectations and involve a
number of risks, uncertainties and assumptions that could cause actual
results and performance to differ materially from any expected future
results or performance expressed or implied by any such forward-looking
statement. Many of these risks and uncertainties relate to factors that
are beyond the Company's ability to control or estimate precisely, such
as (i) price fluctuations in crude oil and natural gas; (ii) currency
fluctuations; (iii) drilling and production results; (iv) reserves
estimates; (v) loss of market share and industry competition; (vi)
environmental and physical risks; (vii) risks associated with the
identification of suitable potential acquisition properties and targets,
and successful negotiation and completion of such transactions; (viii)
legislative, fiscal and regulatory developments including regulatory
measures addressing climate change; (ix) economic and financial market
conditions in various countries and regions; (x) political risks,
including the risks of renegotiation of the terms of contracts with
governmental entities, delays or advancements in the approval of
projects and delays in the reimbursement of shared costs; (xi) drilling
wells is speculative, often involving significant costs that may be more
than estimated and may not result in discoveries and (xii) changes in
trading conditions. The Company cannot give any assurance that such
forward-looking statements will prove to have been correct. Statements
contained in the Announcement regarding past trends or activities should
not be taken as a representation that such trends or activities will
continue in the future. The information contained in the Announcement is
subject to change without notice and, except as required by applicable
law, neither the Joint Bookrunners nor the Company assumes any
responsibility or obligation to update publicly or review any of the
forward-looking statements contained herein whether as a result of new
information, future events or otherwise. You should not place undue
reliance on forward-looking statements, which speak only as of the date
of the Announcement. Nothing contained herein shall be deemed to be a
forecast, projection or estimate of the future financial performance of
the Company or any other person following the implementation of the
Placing or otherwise.
The price of Common 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 Common Shares. Past performance is no guide to future
performance and persons who require advice should consult an independent
financial adviser.
This Announcement is not for release, publication or distribution, in
whole or in part, directly or indirectly, in or into the United States,
Australia, Japan or the Republic of South Africa or any jurisdiction
into which the publication or distribution would be unlawful. Overseas
Shareholders and any person (including, without limitation, nominees and
trustees), who have a contractual or other legal obligation to forward
this document to a jurisdiction outside the United Kingdom should seek
appropriate advice before taking any action.
This Announcement is for information purposes only and does not
constitute, or form part of, a prospectus relating to the Company nor
does it constitute or form part of any invitation or an offer to any
person, or any public offer, to issue, sell, subscribe for, purchase or
otherwise acquire shares or the solicitation of an offer to acquire,
purchase or subscribe for any securities in the United States, Australia,
Canada, the Republic of South Africa or Japan or any jurisdiction in
which such offer or solicitation would be unlawful or require
preparation of any prospectus or other offer documentation or would be
unlawful prior to registration, exemption from registration or
qualification under the securities laws of any such jurisdiction. No
public offering of the Placing Shares is being made in any such
jurisdiction.
The securities referred to in this Announcement have not been nor will
be registered under the Securities Act, and may not be offered, sold or
transferred, directly or indirectly, within the United States except
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and the securities laws
of any state or other jurisdiction of the United States. No public
offering of the securities referred to in this Announcement is being
made in the United States, United Kingdom or elsewhere.
Neither the content of the Company's website (or any other website) nor
the content of any website accessible from hyperlinks on the Company's
website (or any other website) is incorporated into, or forms part of,
this Announcement.
EXCHANGE RATES
Conversions from GBP to US$ in this announcement have been conducted at
an exchange rate of 1.2742 being the relevant exchange rate on 17 May
2019.
(END) Dow Jones Newswires
May 17, 2019 12:41 ET (16:41 GMT)
Copyright (c) 2019 Dow Jones & Company, Inc.
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