TIDMIGAS
RNS Number : 1134Z
Igas Energy PLC
10 March 2017
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM
ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION
OF
THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION
10 March 2017
IGas Energy plc (AIM: IGAS)
("IGas" or the "Company")
Update on terms of a proposed capital restructuring
IGas is pleased to announce an update to its restructuring
discussions. On 1 March 2017, IGas announced that it was in
well-progressed discussions in relation to a potential investment
of US$35 million of equity from Kerogen Capital, together with a
proposed capital restructuring of the Company which included
seeking additional equity funding and a restructuring of the
Company's secured and unsecured bonds.
Since that announcement, all of the bondholders that the Company
has spoken to have indicated their support to the terms set out
below which, if approved, would result in a substantial
deleveraging of the business alongside the investment from Kerogen
Capital. The Company has received indications of support from
approximately 662/3% of the secured bondholders and approximately
40% of the unsecured bondholders.
The Company will seek to raise additional equity funding of up
to US$30 million and existing shareholders will be given the
opportunity to participate in an open offer at a placing price of
4.5p per share (the "Issue Price").
The Company believes that this new capital structure would be
sustainable in the current oil price environment such that the
Company is well positioned to capitalise on value accretive
opportunities alongside its US$230 million carried work
programme.
Key highlights:
-- proposed new equity investment of up to US$35 million by the
issue of new ordinary shares to Kerogen Capital at the Issue Price,
as a new investor (subject to potential adjustment to achieve a
resultant interest of 28%) (the "Kerogen Subscription");
-- proposed additional equity raise of up to US$30 million by
way of a placing of shares with institutional and other investors
in exchange for new ordinary shares at the Issue Price (the
"Placing");
-- proposed open offer to existing shareholders by the issue of
new ordinary shares at the Issue Price (the "Open Offer");
-- proposed subscription by certain of the directors to raise
approximately US$900,000 by the issue of new ordinary shares at the
Issue Price (the "Ancillary Subscription", together with the
Kerogen Subscription, the Placing and the Open Offer, the
"Fundraising");
-- proposed debt for equity swap of:
o Secured Bonds tendered by holders (pursuant to a voluntary
equity exchange and, to the extent that there is a shortfall, pro
rata through bondholder vote); and
o all of the Unsecured Bonds ("the Unsecured Bondholder
Transactions");
-- proposed cash offer to holders of Secured Bonds: cancellation
of Secured Bonds in consideration for a cash payment (voluntary
cash offer and, to the extent that there is a shortfall, pro-rata
pursuant to a bondholder vote) to holders of the Company's Secured
Bonds to reduce gross debt (together with, among other things, the
proposed debt for equity swap described above in respect of the
Secured Bonds and certain amendments to the terms of the Secured
Bonds, the "Secured Bondholder Transactions");
-- proposed reduction in the Company's net debt from c. US$120
million to not more than US$20 million;
-- proposed renegotiated set of terms and conditions and
covenants for the Secured Bonds remaining post-restructuring which,
in the opinion of the Board, should give the Company capacity to
operate on a sustainable basis in the current oil price environment
and advance the business with lower levels of financial constraint;
and
-- the proposed Fundraising and Bondholder Transactions (as
defined below) are subject to agreement of definitive
documentation, so there is no certainty that any transaction will
be forthcoming.
Background
As has been previously announced, the Company forecasts a breach
of its liquidity covenants under the Bond Agreements in late March
2017. If the proposed Fundraising and Bondholder Transactions are
approved, the revised capital restructuring would be implemented
and the forecast liquidity covenant breaches would be remedied or
waived in full by the secured bondholders.
The Company issued US$165,000,000 of Secured Bonds in March 2013
and US$30,000,000 of Unsecured Bonds in December 2013 when the
price of oil was c.US$110/bbl. Over the course of the last two
years, the Company has been de-leveraging its balance sheet through
a combination of farm outs and Bond buy backs as well as through
the amortisation of the Secured Bonds. As at 31 January 2017, net
debt was c.US$120 million, comprising net Bonds outstanding of
c.US$153 million and cash of US$31 million. Despite the oil price
improving considerably from lows in the first quarter of 2016 and
the de-leveraging of the Company's balance sheet, the Board
considers that significant adjustments to the Company's capital
structure remain necessary to achieve a capital structure that is
sustainable in the current oil price environment, as well as
enabling the Company to capitalise on value accretive opportunities
in the future. As has been previously announced, the Company's
current forecasts project non-compliance with its leverage
covenants as at 31 December 2016, when its audited financial
statements are delivered to the Bond Trustee.
The principal purposes of the proposed Fundraising and the
Bondholder Transactions are to (i) remedy the Company's breach of
its daily liquidity covenants forecast to arise at the end of March
2017 when the next amortisation and interest payment is due in
respect of the Secured Bonds; (ii) resolve the forecast leverage
covenant breach; and (iii) significantly de-leverage the Company by
significantly reducing its net debt. This would remove the
potential risk of bondholder enforcement as result of such breaches
and provide a stable platform by extending the maturity of the
remaining Secured Bonds.
Completion of the proposed Fundraising and Bondholder
Transactions would, if they are implemented in full, result in a
reduction of net debt from c. US$120 million to not more than US$20
million following completion. The Fundraising and the Bondholder
Transactions would be inter-conditional and in each case would be
conditional on the approval by the requisite majorities of
shareholders, unsecured and secured bondholders and the approvals
of Kerogen Capital.
The use of proceeds of the Fundraising would not be restricted
save as otherwise set out in the Voluntary Cash Offer (as defined
below), but is expected to include payments to the secured
bondholders pursuant to the Voluntary Cash Offer, IGas' share of
capex in respect of its conventional and shale assets and for
general corporate purposes.
In structuring the Fundraising and the Bondholder Transactions,
the Company has carefully considered the interests of all of its
stakeholders, in light of their relative priorities in the capital
structure, and the Board is of the view that this proposed
transaction is in the best interests of the Company's
stakeholders.
Stephen Bowler, CEO of IGas, commented:
"Further to the announcement last week of the potential US$35
million equity investment by Kerogen Capital, we are pleased to
announce the proposed revised bond terms and support from our
bondholders. Upon completion of the potential equity fundraisings
and the bondholder transactions, the Group would have a strong
balance sheet in this oil price environment enabling the Group to
focus on delivering the significant potential of our production and
development assets."
Details of the Kerogen Subscription
It is proposed that Kerogen Capital would invest up to US$35
million to subscribe for new ordinary shares to be issued by the
Company at the Issue Price resulting in an interest of 28% of the
Company's "Enlarged Share Capital" (i.e. the share capital of the
Company at admission following the Kerogen Subscription, the
proposed Unsecured Bondholder Transactions and Secured Bondholder
Transactions, the Ancillary Subscription, the Placing and the Open
Offer).
The proposed Kerogen Subscription would be conditional upon,
among other things, the Bondholder Resolutions (as defined below)
being passed (and the Bondholder Transactions becoming effective);
the passing of the necessary shareholder resolutions at the general
meeting (the "Shareholder Resolutions");the Ancillary Subscription,
the Placing and Open Offer all having become unconditional in all
respects and the approvals of Kerogen Capital.
To the extent that (an admission of the new ordinary shares
pursuant to the Kerogen Subscription, the Ancillary Subscription,
the Placing, the Open Offer and the proposed Unsecured Bondholder
Transactions and Secured Bondholder Transactions), the Kerogen
Capital investment results in a shareholding level below 28% of the
Enlarged Share Capital, Kerogen Capital may elect to subscribe for
additional new ordinary shares (at a nominal value of 0.0001p,
subject to approval by shareholders of a sub-division of the
existing ordinary shares), in order to increase its holding to 28%.
As part of the terms of the Kerogen Subscription it is expected
that Kerogen Capital would have certain rights to nominate up to
two directors for appointment to the board of directors of the
Company as well as one director to each of the committees of the
board. It would also be intended to create a new technical and
operating committee of management to review and consider technical
and operational matters, and that Kerogen Capital would have the
right to appoint a representative to such committee. It is also
expected that Kerogen Capital will have certain information rights
in the Company, subject always to applicable law and
regulation.
Further details of the proposed Kerogen Subscription will be set
out in a further announcement to be made by the Company, and in a
circular to shareholders which it is expected would be made
available on or about 16 March 2017, subject to definitive
documentation being agreed.
Details of the proposed Ancillary Subscription
Certain directors have indicated their intent to enter into
subscription letters with the Company to subscribe for a total of
15,777,778 new ordinary shares at the Issue Price to raise up to
approximately US$900,000.
The proposed Ancillary Subscription will be conditional upon,
among other things, the Bondholder Resolutions being passed (and
the Bondholder Transactions becoming effective); the Shareholder
Resolution being passed; and the Kerogen Subscription, the Placing
and Open Offer all having become unconditional in all respects.
Further details of the proposed Ancillary Subscription would be
set out in a further announcement to be made by the Company and in
a circular to shareholders which it is expected would be made
available on or about 16 March 2017, subject to definitive
documentation being agreed.
Cuth McDowell does not intend to subscribe under the Ancillary
Subscription for new ordinary shares but instead has undertaken to
tender US$240,000 of Secured Bonds in the Voluntary Equity Exchange
(as defined below) and accordingly expects to acquire up to
4,383,081 new ordinary shares in connection with the proposed
capital restructuring.
Details of the proposed Placing
The Company intends to conduct a placing of up to 547,900,000
new ordinary shares with institutional and other investors at the
Issue Price to raise up to US$30 million (GBP24.7 million) before
expenses.
The Issue Price represents a discount of 27.4 per cent. to the
middle market closing price of the Company's ordinary shares on 9
March 2017 which was 6.20p.
Further details of the proposed Placing are expected to be
announced in due course subject to the agreement of definitive
documentation. The proposed Placing, would be conditional upon,
among other things, the Bondholder Resolution being passed (and the
Bondholder Transactions becoming effective); the Shareholder
Resolution being passed; and the Kerogen Subscription, the
Ancillary Subscription and Open Offer all having become
unconditional in all respects.
The proposed Open Offer
It is proposed that qualifying existing holders of ordinary
shares (the "Qualifying Shareholders") would be given the
opportunity to subscribe in an Open Offer at the Issue Price, pro
rata to their holdings of existing ordinary shares on the Record
Date on the basis of:
3 Open Offer shares for every 10 existing ordinary shares
It is also proposed that Qualifying Shareholders would be given
the opportunity, provided that they take up their Open Offer
entitlements in full, to apply for excess shares through the excess
application facility. Applications for excess shares would be
limited to a further 100% of a shareholder's open offer
entitlement.
It is proposed that the Open Offer shares would be allotted and
issued conditional upon, among other things, the Bondholder
Resolution being passed (and the Bondholder Transactions becoming
effective); the Shareholder Resolution being passed; and the
Kerogen Subscription, the Ancillary Subscription and the Placing
all having become unconditional in all respects. The Open Offer is
not proposed to be underwritten. Accordingly, if the Open Offer
does not become unconditional, no Open Offer shares would be issued
and all monies received by the Registrars would be returned to the
applicants (at the applicants' sole risk), without payment of
interest, as soon as practicable following the lapse of the Open
Offer.
Further details of the Open Offer and the terms and conditions
on which it is proposed to be made, will be set out in a further
announcement to be made by the Company and in a circular to
shareholders which it is expected will be made available on or
about 16 March 2017, subject to definitive documentation being
agreed.
Assuming full take-up under the Open Offer, the issue of the
Open Offer shares would raise further proceeds of approximately
US$5.1 million (c.GBP4 million (being less than EUR5 million)) for
the Company.
Details of the proposed Bondholder Transactions
The restructuring to be proposed by the Company is expected to
include the following transactions in respect of the Secured Bonds
and Unsecured Bonds, each of which are proposed to be
inter-conditional with the Fundraising (such that none of the below
transactions would occur unless each of them is implemented and the
Fundraising is approved and implemented). Together the transactions
set out below are the "Bondholder Transactions". The Bondholder
Transactions (except the Voluntary Equity Exchange and Voluntary
Cash Offer (as defined below)) will require the approval of 662/3%
of those present and voting at each of the meetings of the secured
bondholders and of the unsecured bondholders.
Unsecured Bonds
The total outstanding principal amount of Unsecured Bonds shall
be released in full (and the unsecured bondholders shall agree to
waive any accrued and unpaid interest on the Unsecured Bonds to the
completion date) in consideration for new ordinary shares in the
Company (issued at the Issue Price) at a conversion price of 62.5%
of par value of the Unsecured Bonds.
All Unsecured Bonds held by the Company shall be cancelled in
full for nil consideration.
Secured Bonds
All Secured Bonds held by the Company shall be cancelled.
An amount of Secured Bonds equal to the Secured Bond Conversion
Minimum (as defined below) shall be cancelled and exchanged for
ordinary shares in the Company. This is proposed to take place by
way of (i) below only or through both (i) and (ii) below:
(i) Voluntary Equity Exchange:
Voluntary Equity Exchange by way of an invitation by the Company
to the secured bondholders to offer their Secured Bonds for sale to
the Company at a fixed price of 100% of par value. No cash shall be
payable to the secured bondholders who have offered their Secured
Bonds for sale and whose offer the Company has accepted, but
ordinary shares shall be issued at the Issue Price to such secured
bondholders at an all-in fixed price of 100% of the par value of
the Secured Bonds (in full or on a pro rata basis), based on the
Exchange Rate (as defined below). Any Secured Bonds (including
accrued interest thereon) re-purchased or exchanged for equity
shall be cancelled in full. To the extent that the principal amount
of the Secured Bonds offered exceed the Secured Bond Conversion
Minimum, the Company may elect whether to accept such offers in
part or in full, up to the Maximum Equity Conversion Amount (as
defined below).
"Secured Bond Conversion Minimum" means US$50 million face value
of Secured Bonds less an amount equal to 50% of the proceeds of the
Fundraising (excluding the proceeds of the Open Offer and the
proceeds of the Kerogen Subscription).
"Maximum Equity Conversion Amount" means US$60 million face
value of Secured Bonds less an amount equal to 50% of the proceeds
of the Fundraising (excluding the proceeds of the Open Offer and
the proceeds of the Kerogen Subscription).
"Exchange Rate" means 1.2167 being the closing exchange rate on
9 March 2017 as shown on Bloomberg.
(ii) Bondholder vote on a pro rata basis:
To the extent that the Secured Bond Conversion Minimum has not
been achieved and results in a shortfall, a resolution of at least
662/3% of the voting bonds (represented at a Bondholders' Meeting)
shall approve the re-purchase and cancellation on a pro rata basis
in an amount equal to the shortfall of the remaining Secured Bonds
(excluding those Secured Bonds which have been accepted for
re-purchase or exchanged for equity under the Voluntary Equity
Exchange). Each such secured bondholder (excluding the Company as a
secured bondholder) shall be allocated ordinary shares in the
Company at the Issue Price for a value equal to a fixed all-in
price of 100% of par value for each US$1 of Secured Bonds
released.
Any Secured Bonds (including any accrued interest thereon)
re-purchased or exchanged for equity shall be cancelled in full.
The Company as a secured bondholder shall not be issued shares.
The minimum number of Secured Bonds which can be tendered or
exchanged for equity (through the bondholder vote) by individual
secured bondholders is expected to be no less than the equivalent
of EUR100,000 in dollars as at completion.
Cash Offer
An amount of Secured Bonds equal to the Secured Bond Cash
Cancellation Minimum shall be cancelled and exchanged for cash on
the terms below. This will take place by way of (i) below only or
through both (i) and (ii) below:
(i) Voluntary Cash Offer:
Voluntary Cash Offer by way of an invitation by the Company to
the secured bondholders to offer their Bonds for sale to the
Company at a fixed price of 100% of par value.
The Company shall re-purchase an amount equal to the Secured
Bond Cash Cancellation Minimum from those secured bondholders who
have offered their Secured Bonds for sale and whose offer the
Company has accepted (in full or on a pro-rata basis) at a fixed
all-in price of 100% of par value of the Secured Bonds.
To the extent that the principal amount of Secured Bonds offered
exceed the Secured Bond Cash Cancellation Minimum and would, if
accepted, not require more than the Excess Cash Amount (as defined
below) to be paid to such bondholders, the Company shall accept the
offers in excess of the Secured Bond Cash Cancellation Minimum in
full.
To the extent that the principal amount of Secured Bonds Offered
exceed the Secured Bond Cash Cancellation Minimum and would, if
accepted, require more than the Excess Cash Amount to be paid to
such Bondholders, the Company shall accept such additional offers
in full (or in part) up to the Excess Cash Amount and shall elect,
in its absolute discretion, whether to accept the offers in excess
of the Excess Cash Amount (and shall be entitled to accept them in
full or in part at its absolute discretion).
The Secured Bonds (including any accrued interest thereon)
re-purchased in the Voluntary Cash Offer shall be cancelled in
full.
Secured Bond Cash Cancellation Minimum means:
(a) US$30 million (face value); or
(b) if the amount of Secured Bonds tendered and accepted through
the Voluntary Equity Exchange (at (i) above) exceeds the Secured
Bond Conversion Minimum: US$30 million less 50% of such excess.
Excess Cash Amount means the total net proceeds of the
Fundraising (excluding the Open Offer and the proceeds of the
Kerogen Subscription);
(ii) Bondholder vote on a pro rata basis: pro-rata allocation
(to the extent the Secured Bond Cash Cancellation Minimum was not
achieved in the Voluntary Cash Offer).
To the extent that the Secured Bond Cash Cancellation Minimum
has not been achieved, a resolution of at least 662/3% of the
voting bonds (represented at a bondholders' meeting) shall approve
the re-purchase and cancellation on a pro rata basis in an amount
equal to the shortfall of the remaining Secured Bonds (excluding
those Secured Bonds which have been accepted for re-purchase under
the Voluntary Cash Offer).
Each such secured bondholder (excluding the Company as a secured
bondholder) shall be paid a fixed all-in price of 100% of par
value.
Any Secured Bonds (including any accrued interest thereon)
re-purchased shall be cancelled in full.
The Company shall use any or a combination of the following for
settlement of the Voluntary Cash Offer (pursuant to (i) or (ii)
above): (i) proceeds from the Kerogen Subscription; (ii) proceeds
from the Placing; (iii) proceeds from the Ancillary Subscription;
and/or (iii) any other cash available in the business.
Amendments to Secured Bonds
The balance of the Secured Bonds to be amended by way of
bondholder resolution (of at least 662/3% of the voting Secured
Bonds represented at a bondholders' meeting) to include the
following terms:
-- Term extended to 30 June 2021;
-- Interest 8% p.a. (effective from 23 March 2017) payable each
6 months on 22 September and 22 March each year;
-- Amortisation year 1: 2.5% (outstanding principal amount at
completion) payable on 22 September 2017 and 22 March 2018;
-- Amortisation year 2 onwards: 5% (outstanding principal amount
at completion) payable each 6 months on 22 September and 22 March
each year;
-- Repayment in full at maturity: outstanding balance repayable at maturity;
-- Amortisation suspended if Brent Crude oil price is less than
US$50 per barrel (calculated by reference to the average Brent
Crude price in 6 months period immediately preceding the
amortisation payment date);
-- Minimum liquidity covenant of US$7.5 million;
-- Leverage covenant: ratio of no more 3.5x;
-- No other financial covenants;
-- Debt service retention account removed and amounts released to Company;
-- Amendments to change of control put option to allow the
Kerogen Capital to hold more than 30% of the ordinary shares in the
Company;
-- All prepayment premia to be removed. Prepaid amounts to be
applied in order of maturity; and
-- Mandatory offer in respect of disposal proceeds to be set at
a threshold of US$20 million with 50% of net proceeds in excess of
this to be offered to the secured bondholders for redemption.
Secured Bonds - Interest and Amortisation
Interest accrued up to 22 March 2017 on the Secured Bonds and
amortisation payment due to be paid on that date shall be paid in
full in cash on 22 March 2017.
Interest accrued after 22 March 2017 will be waived in respect
of any Secured Bonds cancelled following the debt for equity swap
or cash offer described above.
Equity ownership limit
To the extent that any bondholder would receive more than 24.9%
of the Enlarged Share Capital, the Company will only issue new
ordinary shares to such bondholder to the extent that it would not
result in such bondholder holding in excess of 24.9% of the
Enlarged Share Capital. Such bondholder(s) would be entitled to
nominate other entities to receive the excess new ordinary shares
that could not be allocated to them as a consequence of the
restriction set out above.
Approvals required for the Bondholder Transactions
The Fundraising will be conditional on the requisite majority of
secured bondholders consenting to the Secured Bondholder
Transactions and the requisite majority of unsecured bondholders
consenting to the Unsecured Bondholder Transactions, for which
separate votes will be held pursuant to the terms of the bondholder
summons.
To approve the Bondholder Transactions, bondholders representing
at least of 662/3% of the voting Secured Bonds (excluding Secured
Bonds held by the Company) and of 662/3% of the voting Unsecured
Bonds (excluding Unsecured Bonds held by the Company) must vote in
favour of the resolutions set out in the bondholder summons (the
"Bondholder Resolutions"). In order to be quorate, at least 50% of
the secured bondholders and 50% of the unsecured bondholders must
attend in person or by proxy at the relevant bondholder
meeting.
The Bondholder Transactions would only become effective if the
requisite majority of secured bondholders consent to the Secured
Bondholder Transactions and the requisite majority of unsecured
bondholders consent to the Unsecured Bondholder Transactions and
would be conditional, among other things, upon the completion of
the Fundraising and admission.
Current support for Bondholder Transactions
The Company has received indications of support from
approximately 662/3% of the secured bondholders and approximately
40% of the unsecured bondholders.
Completion Date
Assuming that the Bondholder Transactions are duly approved by
the requisite majorities of secured and unsecured bondholders and
subject to the completion of the Fundraising, the Bondholder
Transactions would be formally implemented in early April 2017 in
the order described above.
It should be noted that the proposals set out above are subject
to the agreement of definitive documentation. There is therefore no
certainty that such definitive documentation will be agreed, and
therefore no certainty that either the Fundraising or the
Bondholder Transactions will proceed.
For further information please contact:
IGas Energy plc
Tel: +44 (0)20 7993 9899
Stephen Bowler, Chief Executive Officer
Julian Tedder, Chief Financial Officer
Ann-marie Wilkinson, Director of Corporate Affairs
Investec Bank plc (NOMAD and Joint Corporate Broker)
Tel: +44 (0)20 7597 4000
Sara Hale/Jeremy Ellis/George Price
Canaccord Genuity (Joint Corporate Broker)
Tel: +44 (0)20 7523 8000
Henry Fitzgerald-O'Connor
Vigo Communications
Tel: +44 (0)20 7830 9700
Patrick d'Ancona/Chris McMahon
Important Notice
This Announcement and the information contained in it is
restricted and is not for release, publication or distribution,
directly or indirectly, in whole or in part, in, into or from the
United States of America (including its territories and
possessions, any state of the United States of America and the
District of Columbia, collectively the "United States"), Australia,
Canada, Japan or South Africa or any other jurisdiction in which
the same would constitute a violation of the relevant laws or
regulations of that jurisdiction (each a "Restricted
Territory").
This Announcement is for information purposes only and does not
constitute, or form part of, any offer or invitation to sell or
issue, or the solicitation of an offer to buy, acquire or subscribe
for, shares or any other securities of the Company (or any other
entity) or the solicitation of any vote or approval in any
Restricted Territory or in any other jurisdiction in which the same
would constitute a violation of the relevant laws or regulations of
that jurisdiction or to any person to whom it is unlawful to make
such offer, invitation or solicitation. Any failure to comply with
these restrictions may constitute a violation of the securities
laws of such jurisdictions. Subject to certain exemptions, the
securities referred to herein may not be offered or sold in any
Restricted Territory or for the account or bene t of any national
resident or citizen of any Restricted Territory. The Company's
shares and any other securities referred to in this Announcement
have not been and will not be registered under the United States
Securities Act of 1933, as amended ("Securities Act") or with any
securities regulatory authority of any state or other jurisdiction
of the United States, and may not be offered, sold or transferred,
directly or indirectly, in the United States absent registration
under the Securities Act or an available exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and in compliance with any applicable securities
laws of any state or jurisdiction of the United States. Any
offering of shares or any other securities of the Company to be
made in the United States will be made only to a limited investors
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and outside the
United States in "offshore transactions" as defined in, and in
reliance on, Regulation S under the Securities Act.
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
Investec Bank plc or Canaccord Genuity 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.
Investec Bank plc ("Investec"), which is authorised by the
Prudential Regulation Authority (the "PRA") and regulated in the
United Kingdom by the FCA and the PRA, is acting solely for the
Company and no-one else in connection with the Fundraising and
Bondholder Transaction and will not regard any other person as a
client in relation to the Fundraising and the Bondholder
Transactions will not be responsible to anyone other than the
Company for providing the protections afforded to its clients or
for providing advice in relation to the Fundraising or any other
matter referred to herein. Its responsibilities as the Company's
nominated adviser and joint broker under the AIM Rules for
Companies and the AIM Rules for Nominated Advisers are owed to the
London Stock Exchange and the Company and not to any other person
including, without limitation, in respect of any decision to
acquire New Ordinary Shares in reliance on any part of this
announcement. Investec has not authorised the contents of, or any
part of, this announcement and no liability whatsoever is accepted
by Investec nor does it make any representation or warranty,
express or implied, for the accuracy or completeness of any
information or opinion contained in this announcement or for the
omission of any information. Nothing in this document shall be
relied upon as a promise or representation in this respect, whether
as to the past or the future. Investec expressly disclaims all and
any responsibility or liability, whether arising in tort, contract
or otherwise which it might otherwise have in respect of this
announcement.
Canaccord Genuity Limited ("Canaccord"), which is authorised by
the FCA, is acting exclusively for the Company and no-one else in
connection with the Fundraising and the Bondholder Transactions and
will not regard any other person as a client in relation to the
Fundraising and the Bondholder Transactions and will not be
responsible to anyone other than the Company for providing the
protections afforded to its clients or for providing advice in
relation to the Fundraising or any other matter referred to herein.
Its responsibilities as joint broker to the Company are owed to the
London Stock Exchange and the Company and not to any other person
including, without limitation, in respect of any decision to
acquire New Ordinary Shares in reliance on any part of this
announcement. Canaccord has not authorised the contents of, or any
part of, this announcement and no liability whatsoever is accepted
by Canaccord nor does it make any representation or warranty,
express or implied, for the accuracy or completeness of any
information or opinion contained in this announcement or for the
omission of any information. Nothing in this document shall be
relied upon as a promise or representation in this respect, whether
as to the past or the future. Canaccord expressly disclaims all and
any responsibility or liability, whether arising in tort, contract
or otherwise which it might otherwise have in respect of this
announcement.
No public offering of shares is being made in the United
Kingdom, any Restricted Territory or elsewhere. The distribution of
this Announcement and the offering of the Company's shares in
certain jurisdictions may be restricted by law. No action has been
taken by the Company, Investec Bank plc or Canaccord Genuity that
would permit an offering of such shares or possession or
distribution of this Announcement or any other offering or
publicity material relating to such shares in any jurisdiction
where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company,
Investec Bank plc and Canaccord Genuity to inform themselves about,
and to observe, such restrictions.
The information in this Announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction, or
disclosure of this information in whole or in part is unauthorised.
Failure to comply with this directive may result in a violation of
the Securities Act or the applicable laws of other
jurisdictions.
There are matters set out within this Announcement that are
forward-looking statements. Such statements are only predictions,
and actual events or results may differ materially. For a
discussion of important factors which could cause actual results to
differ from forward-looking statements, refer to the Company's
Annual Report and Accounts for the nine months to 31 December 2015.
The Company does not undertake any obligation to update publicly,
or revise, forward-looking statements, whether as a result of new
information, future events or otherwise, except to the extent
legally required. You should not place undue reliance on
forward-looking statements, which speak only as of the date of this
Announcement. No statement in this Announcement is or is intended
to be a pro t forecast or pro t estimate or to imply that the
earnings of the Company for the current or future nancial periods
will necessarily match or exceed the historical or published
earnings of the Company. 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.
It is expected that any shares in the Company to be issued
pursuant to the Fundraising and Bondholder Transactions will not be
admitted to trading on any stock exchange other than to trading on
AIM, a market operated by the London Stock Exchange. This
Announcement is not an offering document, prospectus, prospectus
equivalent document or AIM admission document. Investors should not
subscribe for or acquire shares or other securities referred to in
this Announcement on the basis of the information contained herein.
It is expected that no offering document, prospectus, prospectus
equivalent document or AIM admission document will be required in
connection with the Fundraising and Bondholder Transactions and no
such document has been or will be prepared or submitted to be
approved by the Financial Conduct Authority or submitted to the
London Stock Exchange in relation to the Fundraising and Bondholder
Transactions.
Neither the content of the Company's website nor any links on
the Company's website is incorporated in, or forms part of, this
Announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCLIFLRVLIILID
(END) Dow Jones Newswires
March 10, 2017 02:01 ET (07:01 GMT)
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