TIDMDPL
RNS Number : 0637I
Dominion Petroleum Limited
04 March 2010
4 March 2010
Dominion Petroleum Limited
("Dominion" or the "Company")
Placing to raise GBP 32,744,000 (the "Placing")
Pursuant to the preliminary announcement made on 1 March 2010, Dominion is
pleased to confirm that it has conditionally raised GBP 32,744,000
(approximately USD 50,000,000) through a placing, with a broad range of
established institutional investors, of new common shares (the "Placing"),
subject to a special general meeting (the "SGM"). The Placing was administered
by Canaccord Adams Limited and Mirabaud Securities LLP.
As a result of the Placing 654,880,000 new common shares will be issued at a
price of 5 pence per share.
As part of the Placing, directors of the Company have agreed to subscribe for an
aggregate 26,846,366 common shares in the Company, as more particularly set out
below.
The money raised from the Placing will be applied towards funding Dominion's
drilling programme in the Exploration Area 4B ("EA4B") in Uganda as well as
acquiring seismic in the emerging East African margin play of Offshore
Tanzania's Block 7.
Dominion already has authority to issue 93,400,000 new common shares, pursuant
to resolutions passed at the annual general meeting held on 8 September 2009.
The funds from these shares, totalling GBP 4,670,000 before expenses, are
expected to be received on or around 9 March 2010. The issue of the remaining
561,480,000 new common shares, to raise GBP 28,074,000 before expenses, requires
approval from existing shareholders at the SGM which will be held on 25 March
2010.
The new common shares will, when issued, rank pari passu in all respects with
the existing common shares, including the right to receive dividends and other
distributions declared following admission.
For further information please contact:
Dominion Petroleum Limited
Andrew Cochran, Chief Executive Officer
Tel: +44 (0) 207 811 5300
Rob Shepherd, Finance Director
Pelham Bell Pottinger Public Relations
Archie Berens Tel: +44 (0) 207
337 1509 / +44 (0) 7802 442 486
Seymour Pierce Limited, NOMAD
Nandita Sahgal
Tel: +44 (0) 207 107 8000
Canaccord Adams Limited, Joint Broker
Jeffrey Auld, Elijah Colby Tel: +44 (0) 207 050
6500
Mirabaud Securities LLP, Joint Broker
Peter Krens
Tel: +44 (0) 207 321 2508
The publication of this announcement outside the UK may be restricted by law.
Persons outside the UK who are in receipt of this announcement should inform
themselves about and observe any restrictions on the distribution of this
announcement in their particular jurisdiction. Failure to comply with these
restrictions may constitute a violation of the securities laws of such
jurisdictions. This announcement does not constitute an offer to sell or an
invitation to subscribe for, or solicitation of an offer to subscribe or buy,
Placing Shares to any person in any jurisdiction. In particular, this
announcement is not for distribution in or into the United States of America,
Canada, Australia, the Republic of South Africa or Japan. Accordingly, the
Placing Shares may not, subject to certain exceptions, be offered directly or
indirectly in or into the United States of America, Canada, Australia, the
Republic of South Africa or Japan. The Placing Shares have not been and will not
be registered under the United States Securities Act of 1933 (as amended) or
under the securities legislation of any state of the United States of America,
Canada, Australia, the Republic of South Africa or Japan and they may not be
offered or sold directly or indirectly within the United States of America,
Canada, Australia, the Republic of South Africa or Japan or to or for the
account or benefit of any national, citizen or resident of the United States of
America, Canada, Australia, the Republic of South Africa or Japan.
Seymour Pierce Limited ("Seymour Pierce"), Canaccord Adams Limited ("Canaccord")
and Mirabaud Securities LLP ("Mirabaud"), which are each regulated by the
Financial Services Authority, are acting for the Company and no other person in
connection with the Placing. Seymour Pierce's responsibilities as the Company's
nominated adviser under 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 of
the Company or to any person in respect of his decision to acquire shares in the
Company in reliance on any part of this document. No representation or
warranty, express or implied, is made by Seymour Pierce, Canaccord or Mirabaud
as to any of the contents of this document and, without limiting the statutory
rights of any person to whom this document is issued, no liability whatsoever is
accepted by Seymour Pierce, Canaccord or Mirabaud for the accuracy of the
information or opinions contained in this document or for the omission of any
material information, Neither Seymour Pierce, Canaccord nor Mirabaud will be
offering advice nor will any of them otherwise be responsible for providing
client protections to recipients of this document in respect of the Placing.
Introduction
Dominion Petroleum Limited (AIM:DPL), an exploration company with an East and
Central African focus, announces that it has conditionally raised GBP 32,744,000
(before expenses) through a placing arranged by the Company's joint brokers,
Canaccord Adams Limited and Mirabaud Securities LLP, of 654,880,000 new common
shares in the Company (the "Placing Shares") at a price of 5 pence per ordinary
share (the "Placing Price").
The Placing Shares will represent 41.2% of the Company's enlarged issued common
share capital. The Placing Price represents a discount of 2.3% to the share
price of the Company of 5.12 pence at close of trading on 2 March 2010, the last
trading day prior to the publication of this announcement.
It is expected that admission of the Placing Shares to trading on AIM
("Admission") will take place in two tranches. Admission of the first tranche
of 93,400,000 Placing Shares is expected to take place on 9 March 2010.
Admission of the second tranche of 561,480,000 common shares is expected to take
place on 25 March 2010, conditional upon a resolution of the Company's
shareholders (the "Resolution") being granted to the directors of the Company at
a special general meeting of the Company to be held at WTC Schiphol Business &
Conference Centre, Amsterdam, The Netherlands, at 2.00 p.m. CET on 25 March
2010, and a circular convening such meeting was sent to shareholders yesterday.
Background to and reasons for the Placing
The Company has substantial acreage in areas where others have made significant
discoveries, in the Albertine Rift and on the East African margin. The Company
has entered into six production sharing agreements, comprising Block 4B in
Uganda, Block 5 in the Democratic Republic of Congo, Block 7 offshore Tanzania
and the Kisangare, Selous and Mandawa blocks, onshore Tanzania.
Further, since the start of 2008, the Company has acquired 500 km of 2D seismic
in Uganda, an airborne gravity and magnetic survey of Block 4 and Block 5 in DRC
and 4,350 km of 2D seismic in offshore Tanzania.
The Company now intends to follow a high-impact exploration programme, and the
net proceeds of the Placing will be invested as follows:
· Uganda: first exploration well intended to be drilled in Q2 2010,
additional 2D seismic and exploration drilling in H2 dependent on initial
results; and
· Tanzania offshore: 3D seismic to be acquired during H2 2010.
The funds raised from the Placing will also give the Company additional
financial stability by strengthening its balance sheet.
Current trading and prospects
Dominion's exploration strategy is being implemented in accordance with the
long-term planning of the Board. The 2010 work programme remains the priority
for the Company. Going forward the Board will seek to balance the Company's
existing high impact exploration portfolio by opportunistically seeking to
acquire lower risk exploration, appraisal or development assets.
Board changes have resulted in a strategic review of the Company's regional
focus and, while the primary focus will remain sub-Saharan Africa, opportunities
may be considered elsewhere if such makes sense in terms of value and risk
diversification.
The Company will seek to follow twin-tracks of organic and inorganic growth -
strategic opportunities will be reviewed and pursued in order to deliver
transformational potential independent of the technical risk in current
exploration portfolio.
Details of the Placing
Canaccord and Mirabaud, as agents for the Company, have conditionally placed the
Placing Shares with placees at a price of 5 pence per Placing Share. The
Placing is conditional, inter alia, upon the Placing Agreement becoming
unconditional in all respects and Admission occurring on or before 23 March 2010
in respect of the first tranche of 93,400,000 Placing Shares and before 8 April
2010 in respect of the second tranche of 561,480,000 Placing Shares. The second
tranche is also conditional upon the passing of the Resolution.
The Placing Shares will, when issued, rank pari passu in all respects with the
existing Common Shares.
The Placing has not been underwritten.
Special general meeting
A special general meeting of the Company will be held at WTC Schiphol Business &
Conference Centre, Amsterdam, The Netherlands, at 2.00 p.m. CET on 25 March
2010, to consider and, if thought appropriate, pass the Resolution as a special
resolution to disapply pre-emption rights in connection with the allotment of
the second tranche of the Placing Shares and other shares.
Directors' intentions and participation in the Placing
The directors of the Company, who together hold 13,985,345 common shares
representing 1.5% of the voting share capital of the Company, intend to vote in
favour of the Resolution in respect of their current holdings of common shares
in the Company, and holdings acquired through the Placing.
The directors of the Company have agreed to subscribe for an aggregate
26,846,366 common shares in the Company pursuant to the Placing. An aggregate
3,828,870 are to be allotted on the date hereof as part of the first tranche of
the Placing, and following such allotment the holdings of the directors is as
follows:
+----------------------+------------+-------+-----------+------------+-------+
| | Before | | After first |
| | Placing | | tranche |
| | | | Placing |
+----------------------+--------------------+-----------+--------------------+
| Director | No. | % | First | No. | % |
| | shares | | tranche | shares | |
| | | | Placing | | |
| | | | Shares | | |
+----------------------+------------+-------+-----------+------------+-------+
| Roger Cagle | 121,212 | 0.01% | 28,524 | 149,736 | 0.01% |
| (Chairman) | | | | | |
+----------------------+------------+-------+-----------+------------+-------+
| Andrew Cochran (CEO) | 0 | 0.00% | 427,865 | 427,865 | 0.04% |
+----------------------+------------+-------+-----------+------------+-------+
| Dennis Crema | 0 | 0.00% | 2,801,995 | 2,801,995 | 0.27% |
| (Non-executive | | | | | |
| Director) | | | | | |
+----------------------+------------+-------+-----------+------------+-------+
| Atul Gupta | 0 | 0.00% | 427,865 | 427,865 | 0.04% |
| (Non-executive | | | | | |
| Director) | | | | | |
+----------------------+------------+-------+-----------+------------+-------+
| Robert Shepherd | 13,715,985 | 1.47% | 142,622 | 13,858,607 | 1.35% |
| (Finance Director) | | | | | |
+----------------------+------------+-------+-----------+------------+-------+
An additional 23,017,496 common shares in the Company will be allotted to
the directors set out above, in the relative proportions set out above, at the
time of the allotment of the second tranche of Placing Shares, subject to the
passing of the Resolution.
Timetable
Date of shareholder circular
3 March 2010
Date of this announcement
4 March 2010
Admission of first tranche of 93,400,000 Placing Shares 9 March
2010
Last date of receipt for DI forms of instruction 2.00
p.m. CET on 22 March 2010
Last date of receipt of forms of proxy
2.00 p.m. CET on 23 March 2010
Special general meeting of the Company 2.00
p.m. CET on 25 March 2010
Admission of second tranche of 561,480,000 Placing Shares 26 March 2010
This information is provided by RNS
The company news service from the London Stock Exchange
END
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