TIDMVOG
RNS Number : 6242U
Victoria Oil & Gas PLC
25 October 2017
THIS ANNOUNCEMENT, INCLUDING THE APPIX TO THIS ANNOUNCEMENT, AND
THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA,
JAPAN, NEW ZEALAND, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH
SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT, INCLUDING THE APPIX TO THIS ANNOUNCEMENT, IS
FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN
OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT AND THE APPIX DOES NOT CONSTITUTE OR CONTAIN ANY
INVITATION, SOLICITATION, RECOMMATION, OFFER OR ADVICE TO ANY
PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES OF VICTORIA OIL AND GAS PLC IN ANY JURISDICTION IN WHICH
ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
25 October 2017
Victoria Oil & Gas Plc
("VOG" or "the Company")
Results of Placing and Subscription
Victoria Oil & Gas Plc (AIM: VOG), the integrated natural
gas producing utility in Cameroon, is pleased to announce the
successful completion of the proposed placing and subscription with
new and existing shareholders. A total of 30,893,660 Placing Shares
and 294,096 Subscription Shares have been conditionally placed at a
price of 57 pence per New Ordinary Share (the "Issue Price"),
raising gross proceeds of US$23.5 million (the "Placing"). The
Placing Shares and Subscription Shares will represent approximately
22.0 per cent. of the Company's enlarged issued ordinary share
capital, before any New Ordinary Shares issued under the Open
Offer.
Shore Capital Stockbrokers Limited and FirstEnergy Capital LLP
were Joint Bookrunners to the Placing. Strand Hanson Limited acted
as Nominated & Financial Adviser.
The Directors have subscribed for the following Subscription
Shares:
Subscriber Role Number of Subscription Shares
subscribed for Value at the Issue Price (GBP)
Kevin Foo Executive Chairman 87,719 50,000
Ahmet Dik Chief Executive Officer 199,361 113,636
Andrew Diamond Finance Director 1,754 1,000
John Bryant Non-Executive Director 1,754 1,000
Iain Patrick Non-Executive Director 1,754 1,000
Roger Kennedy Non-Executive Director 1,754 1,000
Details of the Placing and Notice of GM
The Placing Shares and Subscription Shares will, when issued, be
credited as fully paid and will rank pari passu in all respects
with the existing Ordinary Shares, including the right to receive
all dividends or other distributions made, paid or declared in
respect of such shares after the date of issue of the Placing
Shares and Subscription Shares.
The Company will shortly be posting a circular to Shareholders
convening a general meeting of the Company to be held on 13
November 2017 for the purpose of considering, inter alia, the
necessary resolutions.
Admission to Trading
Application will be made, in due course, to the London Stock
Exchange for the Placing Shares and Subscription Shares to be
admitted to trading on AIM. Subject to Shareholder approval of the
Resolutions at the General Meeting, it is expected that Admission
will occur and that dealings in the New Ordinary Shares will
commence at 8.00 a.m. on 14 November 2017, at which time it is also
expected that the New Ordinary Shares will be enabled for
settlement in CREST.
Share capital following the Placing and Subscription
Following admission of the Placing Shares and Subscription
Shares, the Company's enlarged issued share capital will comprise
141,759,518 Ordinary Shares with voting rights in the Company. This
figure may be used by shareholders in the Company as the
denominator for the calculations by which they will determine if
they are required to notify their interest in, or change in the
interest in, the share capital of the Company under the FCA's
Disclosure Guidance and Transparency Rules.
Save as otherwise defined, capitalised items used in this
announcement have the meanings given to them in the announcement
released by the Company this morning at 7.00 a.m.
Further Announcement
A further announcement will be made shortly, containing, inter
alia, details on the following matters:
-- The Open Offer; and
-- The General Meeting
Ahmet Dik, Chief Executive Officer of Victoria Oil & Gas
commented:
"The additional capital secured from institutional investors
will enable VOG to accelerate growth into the high-demand power
market in the Douala region. Utilising funds from equity
investment, alongside reinvested cashflow and debt, VOG intends to
significantly increase the reserves available for gas supply and
reduce costs through the development of new fields, such as Matanda
and Bomono. The completion of this process will allow the Company
to take a significant step towards achieving our production
expansion goal of 100mmscf/d by 2021."
This Announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014 ("MAR"). In addition, market
soundings (as defined in MAR) were taken in respect of the Placing
with the result that certain persons became aware of inside
information (as defined in MAR), as permitted by MAR. This inside
information is set out in this Announcement. Therefore, those
persons that received inside information in a market sounding are
no longer in possession of such inside information relating to VOG
and its securities
For further information, please visit www.victoriaoilandgas.com
or contact:
Victoria Oil & Gas Plc
Kevin Foo / Laurence Read Tel: +44 (0) 20 7921 8820
Strand Hanson Limited (Nominated Advisor)
Rory Murphy / Angela Hallett / Stuart Faulkner Tel: +44 (0) 20
7409 3494
Shore Capital Stockbrokers Limited (Joint Bookrunner)
Mark Percy / Toby Gibbs (corporate finance) Tel: +44 (0) 207 408
4090
Jerry Keen (corporate broking)
FirstEnergy Capital LLP (Joint Bookrunner)
Jonathan Wright / David van Erp Tel: +44 (0) 207 448 0200
Camarco (Financial PR)
Billy Clegg Tel: +44 (0) 203 757 4983
Nick Hennis Tel: +44 (0) 203 781 8330
Important Notice
MAR became effective from 3 July 2016. Market soundings, as
defined in MAR, were taken in respect of the Placing with the
result that certain persons became aware of inside information, as
permitted by MAR. That inside information is set out in this
Announcement and has been disclosed as soon as possible in
accordance with paragraph 7 of article 17 of MAR. Therefore, those
persons that received inside information in a market sounding are
no longer in possession of inside information relating to the
Company and its securities.
This Announcement does not constitute a prospectus for the
purposes of the Prospectus Rules of the Financial Conduct
Authority, nor does it comprise an admission document prepared in
accordance with the AIM Rules. Accordingly, this Announcement has
not been approved by or filed with the Financial Conduct
Authority.
This Announcement must not be distributed to a US Person (as
such term is defined in Rule 902 of Regulation S under the US
Securities Act of 1933, as amended (the "Securities Act")) or
within or into the United States, Canada, Japan, South Africa, New
Zealand or Australia. The Ordinary Shares have not nor will be
registered under the Securities Act, and may not be offered or sold
or subscribed, directly or indirectly, within the United States,
Canada, Japan, South Africa, New Zealand or Australia or to or by
any US Person or any national, resident or citizen of Canada,
Japan, the Republic of South Africa, New Zealand or Australia or
any corporation, partnership or other entity created or organised
under the laws thereof.
Strand Hanson Limited ("Strand Hanson"), which is regulated in
the United Kingdom by the Financial Conduct Authority, is acting as
nominated adviser to the Company and is acting for no-one else in
connection with the matters referred to in this Announcement, and
will not be responsible to anyone other than the Company for
providing the protections afforded to customers of Strand Hanson
nor for providing advice to any other person in relation to the
matters referred to in this Announcement. Strand Hanson is not
making any representation or warranty, express or implied, as to
the contents of this Announcement, including the accuracy,
verification or completeness of any information contained in this
Announcement or for any other statement made or purported to be
made by the Company, or on the Company's behalf, or by them or on
their behalf, and nothing in this Announcement shall be relied upon
as a promise or representation in this respect, whether as to the
past or future. The responsibilities of Strand Hanson as the
Company's nominated adviser under the AIM Rules for Companies and
the AIM Rules for Nominated Advisers are owed solely to the London
Stock Exchange and are not owed to the Company or to any Director,
Shareholder or any other person. Strand Hanson has not approved the
contents of, or any part of, this Announcement and no liability
whatsoever is accepted by Strand Hanson for the accuracy of
any information or opinions contained in this Announcement or
for the omission of any information from this Announcement, and
accordingly Strand Hanson disclaims to the fullest extent permitted
by law all and any liability whatsoever whether arising in tort,
contract or otherwise which it might otherwise have to any person,
other than the Company, in respect of this Announcement or any such
statement.
FirstEnergy Capital LLP ("GMP FirstEnergy") and Shore Capital
Stockbrokers Limited ("Shore Capital"), which are authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
are acting as joint brokers exclusively for the Company and no one
else in connection with the matters referred to in this
Announcement, and will not be responsible to anyone other than the
Company for providing the protections afforded to their clients,
for the contents of this Announcement or for providing any advice
in relation to this Announcement. Apart from the responsibilities
and liabilities, if any, which may be imposed by the FCA or the
FSMA or the regulatory regime established thereunder, neither GMP
FirstEnergy nor Shore Capital, or any person affiliated with them,
accepts any responsibility whatsoever and neither makes any
representation or warranty, express or implied, in respect of the
contents of this Announcement including its accuracy or
completeness or for any other statement made or purported to be
made by any of them, or on behalf of them, in connection with the
Company or any matter described in this Announcement and nothing in
this Announcement is or shall be relied upon as a promise or
representation in this respect, whether as to the past or future.
Neither GMP FirstEnergy nor Shore Capital has approved the contents
of, or any part of, this Announcement and no liability whatsoever
is accepted by GMP FirstEnergy or Shore Capital for the accuracy of
any information or opinions contained in this Announcement or for
the omission of any information from this Announcement and
accordingly, GMP FirstEnergy and Shore Capital disclaim all
liability to the fullest extent permitted by law, all and any
liability whatsoever, whether arising in tort, contract or
otherwise (save as referred to above) which they might otherwise
have to any person, other than the Company, in respect of this
Announcement or any such statement.
Past performance is not a guide to future performance.
Forward Looking Statements
This Announcement contains forward-looking statements. These
statements relate to the Group's future prospects, developments and
business strategies. Forward-looking statements are identified by
their use of terms and phrases such as "potential", "estimate",
"expect", "may", "will" or the negative of those, variations or
comparable expressions, including references to assumptions. The
forward-looking statements in this Announcement are based on
current expectations and are subject to risks and uncertainties
that could cause actual results to differ materially from those
expressed or implied by those statements. These forward-looking
statements speak only as at the date of this Announcement. No
statement in this Announcement is intended to constitute a profit
forecast or profit estimate for any period. Neither the Directors
nor the Group undertake any obligation to update forward-looking
statements or risk factors other than as required by the AIM Rules
or by the rules of any other securities regulatory authority,
whether as a result of new information, future events or
otherwise.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEFEWFLIFWSEES
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