TIDMZEN
RNS Number : 0444S
Zenith Energy Ltd
20 June 2018
June 20, 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA,
JAPAN, SOUTH AFRICA, REPUBLIC OF IRELAND, SWITZERLAND OR ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS
ANNOUNCEMENT.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE, OR AN
OFFER OR SOLICITATION TO BUY OR SUBSCRIBE FOR, DIRECTLY OR
INDIRECTLY, SECURITIES TO ANY PERSON IN THE UNITED STATES OR ANY
OTHER JURISDICTION, INCLUDING IN OR INTO CANADA, JAPAN, SOUTH
AFRICA, REPUBLIC OF IRELAND, SWITZERLAND AND AUSTRALIA OR ANY OTHER
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL
("EXCLUDED TERRITORY"). THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND
NOT A PROSPECTUS. INVESTORS SHOULD NOT PURCHASE OR SUBSCRIBE FOR
ANY TRANSFERABLE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT
ON THE BASIS OF INFORMATION CONTAINED IN THE PROSPECTUS PUBLISHED
BY ZENITH ENERGY LTD. ON 20 JUNE 2018 IN CONNECTION WITH A PLACING
OF, SUBSCRIPTION FOR AND OFFER OF NEW COMMON SHARES AND THE
PROPOSED ADMISSION OF THOSE NEW SHARES TO THE STANDARD LISTING
SEGMENT OF THE OFFICIAL LIST OF THE UK LISTING AUTHORITY AND TO
TRADING ON THE LONDON STOCK EXCHANGE PLC'S MAIN MARKET FOR LISTED
SECURITIES. THE ISSUANCE OF SUCH NEW COMMON SHARES HAS RECEIVED
CONDITIONAL APPROVAL FROM THE TSXV. A COPY OF THE PROSPECTUS HAS
BEEN FILED WITH THE FINANCIAL CONDUCT AUTHORITY AND MADE AVAILABLE
TO THE PUBLIC IN ACCORDANCE WITH RULE 3.2 OF THE PROSPECTUS RULES
AND IS AVAILABLE ON THE COMPANY'S WEBSITE (WWW.ZENITHENERGY.CA) AND
FOR VIEWING AT THE NATIONAL STORAGE MECHANISM AT
WWW.MORNINGSTAR.CO.UK/UK/NSM. NEITHER THIS ANNOUNCEMENT NOR ANY
PART OF IT SHALL FORM THE BASIS OF OR BE RELIED ON IN CONNECTION
WITH OR ACT AS AN INDUCEMENT TO ENTER INTO ANY CONTRACT OR
COMMITMENT WHATSOEVER.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014.
THIS ANNOUNCEMENT IS A FINANCIAL PROMOTION FOR THE PURPOSES OF
SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA")
AND HAS BEEN APPROVED BY PRIMARYBID LIMITED ("PRIMARYBID") WHICH IS
AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN
779021).
ZENITH ENERGY LTD.
("Zenith" or the "Company")
PrimaryBid.com Offer
Zenith Energy Ltd., ("Zenith" or the "Company"), (LSE: ZEN;
TSX.V: ZEE), the international oil & gas production company
operating the largest onshore oilfield in Azerbaijan, is pleased to
announce an offer for subscription via PrimaryBid (the "PrimaryBid
Offer") of the issue and allotment by the Company of up to
20,000,000 new common shares of no par value in the Company (the
"Offer Shares") at an issue price of 4 pence per Offer Share (the
"Issue Price"), being a discount of 21.6 per cent. to the closing
mid-market price of 5.10 pence on the LSE on 19 June 2018, being
the last business day prior to this announcement.
Further information on the PrimaryBid Offer is included in the
announcement made by the Company at 4.30 p.m. (London time) today.
The terms of the PrimaryBid Offer are set out in a prospectus
approved by the UK Listing Authority under section 87A of the
Financial Services and Markets Act 2000 ("Prospectus"). A copy of
the Prospectus will be available shortly from www.zenithenergy.ca
and a copy has been submitted to the National Storage Mechanism and
will shortly be available for inspection at:
www.morningstar.co.uk/uk/NSM.
Completion of the PrimaryBid Offer will be announced via a
regulatory information service on 21 June 2018.
The PrimaryBid Offer for eligible retail investors
The Company highly values its retail investor base and is
therefore pleased to provide eligible retail and other investors
the opportunity to participate in the PrimaryBid Offer by applying
through the www.PrimaryBid.com platform and the PrimaryBid mobile
app available on the Apple App Store and Google Play. PrimaryBid
does not charge investors any commission for this service.
The PrimaryBid Offer, via the www.PrimaryBid.com platform, will
be open to individual and institutional investors from 4.30 p.m.
(London time) on 20 June 2018 to 9.00 p.m. (London time) on 20 June
2018. The PrimaryBid Offer may close early if it is
oversubscribed.
Potential Investors should note that this offer will only remain
open at the latest until 9.00 p.m. (London time) tonight.
Subscriptions under the PrimaryBid Offer will be considered by
the Company on a "first come, first served" basis, subject to
conditions (which are available to view on PrimaryBid.com to all
persons who register with PrimaryBid.com) with any investment
request over GBP100,000 first requiring consultation with the
Company.
No commission is charged to investors on applications to
participate in the PrimaryBid Offer made through the
www.PrimaryBid.com platform. It is vital to note that once an
application for Offer Shares has been made and accepted via
PrimaryBid, an application cannot be withdrawn (although, as noted
above, the PrimaryBid Offer is conditional).
For further information on PrimaryBid.com or the procedure for
applications under the PrimaryBid Offer, visit www.PrimaryBid.com
or call PrimaryBid on +44 (0) 20 7491 6519.
The Offer Shares will be issued free of all liens, charges and
encumbrances and will, when issued and fully paid, rank pari passu
in all respects with the Company's existing common shares.
The PrimaryBid Offer is not being underwritten.
For further information please contact:
Zenith Energy Ltd.
Andrea Cattaneo
Chief Executive Officer
E-mail: info@zenithenergy.ca
Tel: +1 (587) 315 9031
Vigo Communications - PR Adviser
Patrick d'Ancona
Chris McMahon
Kate Rogucheva
Tel: +44 (0) 20 7830 9700
Daniel Stewart & Company Plc - (Joint Broker)
Robert Emmet- Corporate Broking
Nikhil Varghese- Corporate Finance
Tel: + 44 (0) 207 776 6550
Optiva Securities - (Joint Broker)
Christian Dennis
Tel: + 44 (0) 203 137 1903
Allenby Capital Limited - (Financial Adviser)
Nick Harriss
Nick Athanas
Tel: + 44 (0) 203 328 5656
PrimaryBid
Dave Mutton
Tel: + 44 (0) 20 7491 6519
Details of the Offer
For further details please refer to the PrimaryBid.com website
at www.PrimaryBid.com. The terms and conditions on which the Offer
is made, including the procedure for application and payment for
Offer Shares, is available to all persons who register with
PrimaryBid.com.
Investors should make their own investigations into the merits
of an investment in the Company. Nothing in this announcement
amounts to a recommendation to invest in the Company or amounts to
investment, taxation or legal advice.
It should be noted that a subscription for Offer Shares and
investment in the Company carries a number of risks. Investors
should consider the risk factors set out on PrimaryBid.com before
making a decision to subscribe for Offer Shares. Investors should
take independent advice from a person experienced in advising on
investment in securities such as the Offer Shares if they are in
any doubt.
Cautionary statements
The distribution of this announcement and the Prospectus into
jurisdictions other than the United Kingdom may be restricted by
law, and, therefore, persons into whose possession this
announcement and the Prospectus and/or any accompanying documents
comes should inform themselves about and observe any such
restrictions. Any failure to comply with any such restrictions may
constitute a violation of the securities laws of such jurisdiction.
In particular, subject to certain exceptions, this announcement and
the Prospectus should not be distributed, forwarded to or
transmitted in or into the United States or any other Excluded
Territory.
Recipients of this announcement and/or the Prospectus should
conduct their own investigation, evaluation and analysis of the
business described in this announcement and/or the Prospectus. This
announcement does not constitute a recommendation concerning an
investment in the common shares of Zenith. The contents of this
announcement are not to be construed as legal, business, financial
or tax advice. Each shareholder or prospective investor should
consult his, her or its own legal adviser, business adviser,
financial adviser or tax adviser for legal, financial, business or
tax advice.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IOEGMGZVKGZGRZM
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June 20, 2018 11:31 ET (15:31 GMT)
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