Open Offer
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT SECURITIES LAWS OF SUCH JURISDICTION.
20 December 2013
Europa Oil & Gas (Holdings) plc(`Europa' or `the Company')
Open Offer
Europa Oil & Gas (Holdings) plc, the AIM listed oil and gas exploration,
development and production company focused on Europe, is pleased to announce
that, further to its announcement of 16 December 2013 (the `Announcement'), it
will today post to Shareholders the Circular setting out full details of the
Open Offer and the Application Form.
Unless otherwise stated, terms and expressions defined in the Circular (which
are replicated at the end of this Announcement) have the same meaning in this
Announcement.
Introduction
On 16 December 2013, Europa announced that it had conditionally raised £2.86
million (before expenses) by the issue of 47,694,665 New Ordinary Shares
pursuant to the Placing. The Company also announced that it proposed to raise
up to a further £1.16 million (before expenses) by the issue of up to a further
19,332,855 New Ordinary Shares pursuant to the Open Offer, giving a total
Fundraising of up to approximately £4.02 million. Certain Directors have
undertaken to make applications to participate in the Open Offer to subscribe
for in aggregate, 2,666,665 Open Offer Shares to raise approximately £0.16
million.
The Fundraising has been undertaken to provide funding for Europa's near-term
work programme and projects. In particular, the proceeds of the Placing of £
2.86 million, alongside the commitments of certain Directors to participate in
the Open Offer amounting to, in aggregate, a further £0.16 million, will be
used to fund the Company's contribution to expected drilling of an exploration
well at Kiln Lane, PEDL-181, and to further its work in Ireland, including the
commissioning of a CPR on its existing assets in the region. The balance of the
proceeds of the Open Offer will provide further funding for the Company's work
programme, as well as additional funds for progressing a range of other
projects and activities. Further details on the background to and the reasons
for the Fundraising, and the use of the Fundraising proceeds can be found in
the Announcement and in the Circular.
Principal terms of the Open Offer
The Board are grateful for the continuing support received from all
Shareholders, and accordingly wishes to offer Shareholders the opportunity to
participate in the Fundraising by launching the Open Offer, whereby the Company
proposes to issue up to 19,332,855 further New Ordinary Shares to Qualifying
Shareholders at the Issue Price, being 6 pence per Open Offer Share.
Basic Entitlement
On, and subject to the terms and conditions of the Open Offer, the Company
invites Qualifying Shareholders to apply for their Basic Entitlement of Open
Offer Shares at the Issue Price. Each Qualifying Shareholder's Basic
Entitlement has been calculated on the following basis:
1.4024 Open Offer Shares for every 10 Existing Ordinary Shares
held at 5pm on the Record Date of 19 December 2013. Basic Entitlements will be
rounded down to the nearest whole number of Ordinary Shares.
Excess Entitlement
Qualifying Shareholders subscribing for their full Basic Entitlement (and
Qualifying Shareholders whose Basic Entitlement is zero) are also invited to
apply for additional Open Offer Shares (up to the total number of Open Offer
Shares available to Qualifying Shareholders under the Open Offer) as an Excess
Entitlement. If valid applications for Excess Entitlements exceed the total
number of Open Offer Shares not issued to Qualifying Shareholders pursuant to
their Basic Entitlements, applications for Excess Entitlements will be scaled
back by the percentage amount by which the total number of applications for
Excess Entitlements exceeds the total number of Open Offers Shares available as
Excess Entitlements. No Qualifying Shareholder shall be required to subscribe
for more Open Offer Shares than he or she has specified on the Application Form
or through CREST.
The Open Offer is not being underwritten and consequently there may be fewer
than 19,332,855 Open Offer Shares issued pursuant to the Open Offer.
Overseas Shareholders
The Open Offer Shares have not been and are not intended to be registered or
qualified for sale in any jurisdiction other than the United Kingdom and the
Qualifying Overseas Jurisdictions. Accordingly, unless otherwise determined by
the Company and effected by the Company in a lawful manner, the Application
Form will not be sent to Existing Shareholders with registered addresses in any
jurisdiction other than the United Kingdom or the Qualifying Overseas
Jurisdictions since to do so would require compliance with the relevant
securities laws of that jurisdiction. The Company reserves the right to treat
as invalid any application or purported application for Open Offer Shares which
appears to the Company or its agents or professional advisers to have been
executed, effected or despatched in a manner which may involve a breach of the
laws or regulations of any jurisdiction or if the Company or its agents or
professional advisers believe that the same may violate applicable legal or
regulatory requirements or if it provides an address for delivery of share
certificates for Open Offer Shares, or in the case of a credit of Open Offer
Shares in CREST, to a CREST member whose registered address would be not be in
the UK or one of the Qualifying Overseas Jurisdiction.
Notwithstanding the foregoing and any other provision of the Circular or the
Application Form, the Company reserves the right to permit any Qualifying
Shareholder to apply for Open Offer Shares if the Company, in their sole and
absolute discretion, are satisfied that the transaction in question is exempt
from, or not subject to, the legislation or regulations giving rise to the
restrictions in question.
The Circular together with the accompanying Application Form, in the case of
Qualifying Non- CREST Shareholders, contains the terms and conditions of the
Open Offer.
If a Qualifying Shareholder does not wish to apply for Open Offer Shares he
should not complete or return the Application Form or send an Unmatched Stock
Event ("USE") message through CREST.
Action to be taken by Shareholders in respect of the Open Offer
Qualifying Non-CREST Shareholders
If you are a Qualifying Non-CREST Shareholder you will receive an Application
Form which gives details of your maximum basic entitlement under the Open Offer
(as shown by the number of Open Offer Shares included in your Basic
Entitlement). If you wish to apply for Open Offer Shares under the Open Offer
(whether in respect of your Basic Entitlement or both your Basic Entitlement
and any Excess Entitlement), you should complete the Application Form in
accordance with the procedure for application set out in section 4(a) of Part
III of the Circular and on the Application Form itself. If your Basic
Entitlement is zero, you are entitled to apply for Open Offer Shares as an
Excess Entitlement.
Qualifying CREST Shareholders
If you are a Qualifying CREST Shareholder and do not hold any Ordinary Shares
in certificated form, no Application Form will accompany the Circular and you
will receive a credit to your appropriate stock account in CREST in respect of
your Basic Entitlement and also in respect of your Excess Entitlement (equal to
25 Open Offer Shares per 10 Existing Ordinary Shares held). If you wish to take
up more Open Offer Shares as an Excess Entitlement then please contact
Computershare to arrange a further credit of Open Offer Shares as an Excess
Entitlements to your CREST account. You should refer to the procedure for
application set out in section 4(b) of Part III of the Circular.
The latest time for applications under the Open Offer to be received is 11.00
a.m. on 17 January 2013. The procedure for application and payment depends on
whether, at the time at which application and payment is made, you have an
Application Form in respect of your entitlement under the Open Offer or have
Open Offer Entitlements credited to your stock account in CREST in respect of
such entitlement. The procedures for application and payment are set out in
Part III of the Circular.
Qualifying CREST Shareholders who are CREST sponsored members should refer to
their CREST sponsors regarding the action to be taken in connection with the
Circular and the Open Offer.
EIS/VCT Schemes
As set out in the Announcement, the Company has applied for, and is awaiting
confirmation of, advance assurance from HMRC that the Open Offer Shares with
VCT Schemes constitute a qualifying holding for such VCT Schemes. HMRC has also
been requested to confirm that the Open Offer Shares should satisfy the
requirements for tax relief under the EIS. The Company has previously applied
for and received confirmation of advance assurance of qualifying status under
VCT Schemes and the EIS, the most recent being 26 February 2013, A new
application has been submitted and it is expected that an updated advance
assurance will be provided by HMRC to the Company, although Shareholders should
be mindful that no guarantees or assurance can be given in this regard.
No new material information / Clarification
The Circular contains no new material information in respect of the Company,
trading or its prospects other than as set out in the Announcement. The Company
wishes to draw Shareholders' attention to two differences between the text of
the Announcement and the Circular:
1. The Announcement stated that the Company expected, subsequent to the
Announcement being made, to make a firm commitment to DECC to drill the
Kiln Lane well. The Circular states that this commitment to DECC was made
on 18 December 2013.
2. The Announcement stated in a table the indicative gross and net unrisked
resources of the Company's Berenx Deep and Berenx Shallow prospects.
Shareholders should be aware that the table reflected the risked (not
unrisked) resources of these prospects.
Further Information
Further terms and conditions of the Open Offer are set out in the Circular.
Copies of the Circular will be available at the Company's registered office and
principal place of business at 6 Porter Street, London, up to and including the
date of Second Admission and on the Company's website at www.europaoil.com.
Enquiries:
For further information please visit www.europaoil.com or contact:
Hugh Mackay Europa + 44 (0) 20 7224 3770
Phil Greenhalgh Europa + 44 (0) 20 7224 3770
Matt Goode finnCap Ltd +44 (0) 20 7220 0500
Henrik Persson finnCap Ltd +44 (0) 20 7220 0500
Frank Buhagiar St Brides Media and Finance Ltd +44 (0) 20 7236 1177
Lottie Brocklehurst St Brides Media and Finance Ltd +44 (0) 20 7236 1177
The following definitions apply throughout this announcement, unless the
context otherwise requires:
"Admission" First Admission and Second Admission
"AIM Rules" the AIM Rules for Companies governing the admission to and
operation of AIM published by the London Stock Exchange as amended from time to
time
"AIM" the market of that name operated by the London Stock Exchange
"Application Form" the application form relating to the Open Offer and enclosed
with the Circular for use by Qualifying Shareholders
"Articles" the articles of association of the Company (as amended from time to
time)
"Basic Entitlement" entitlement to subscribe for Open Offer Shares, allocated
to a Qualifying Shareholder pursuant to the Open Offer as described in Part III
of the Circular
"Board" or "the Directors" the directors of the Company, as at the date of this
Announcement
"CREST" the relevant system (as defined in the Uncertified Securities
Regulations 2001 (SI 2001 No 3875)) for the paperless settlement of trades and
the holding of uncertificated securities, operated by Euroclear UK & Ireland
Limited, in accordance with the same regulations
"CREST member" a person who has been admitted by Euroclear UK & Ireland as a
system-member (as defined in the CREST Regulations)
"CREST participant" a person who is, in relation to CREST, a system participant
(as defined in the CREST Regulations)
"CREST Regulations" the Uncertified Securities Regulations 2001, as amended
"CREST sponsor" a CREST participant admitted to CREST as a CREST sponsor
"CREST sponsored member" a CREST member admitted to CREST as a sponsored member
(which includes all CREST Personal Members)
"DECC" United Kingdom Department of Energy & Climate Change
"EIS" the Enterprise Investment Scheme under the provisions of Part 5 of the
Income Tax Act 2007
"Europa" or "Company" or "EOG" Europa Oil & Gas (Holdings) plc, a company
registered in England and Wales with company number 5217946
"Excess Entitlement" Open Offer Shares in excess of the Basic Entitlement, but
not in excess of the total number of Open Offer Shares, allocated to a
Qualifying Shareholder pursuant to the Open Offer as described in Part III of
the Circular
"Existing Ordinary Shares" the 137,855,504 Ordinary Shares in issue as at the
date of this Announcement, being the entire issued share capital of the Company
prior to the Placing and the Open Offer
"FCA" the Financial Conduct Authority of the UK
"finnCap" or "Broker" finnCap Ltd, a company incorporated in England and Wales
with registered number 06198898, whose registered office is at 60 New Broad
Street, London, EC2M 1JJ, the Company's nominated adviser and broker
"First Admission" the admission of the Placing Shares to trading on AIM
becoming effective in accordance with the AIM Rules
"FSMA" the Financial Services and Markets Act 2000 (as amended)
"Fundraising" together, the Placing and Open Offer
"Group" together the Company and its subsidiary undertakings
"HMRC" Her Majesty's Revenue & Customs
"Issue Price" 6 pence per Ordinary Share
"London Stock Exchange" London Stock Exchange plc
"New Ordinary Shares" the Placing Shares and the Open Offer Shares
"Open Offer Entitlements" entitlements to subscribe for shares pursuant to the
Basic Entitlement and Excess Entitlement
"Open Offer Shares" up to 19,332,855 new Ordinary Shares to be issued pursuant
to the Open Offer
"Open Offer" the offer to Qualifying Shareholders, constituting an invitation
to apply for the Open Offer Shares on the terms and subject to the conditions
set out in the Circular and, in the case of Qualifying Non-CREST Shareholders,
in the Application Form.
"Ordinary Shares" ordinary shares of one pence each in the capital of the
Company having the rights and being subject to the restrictions contained in
the Articles
"Overseas Shareholders" Shareholders on the Record Date with registered
addresses, or who are citizens or residents of, or incorporate in, countries
outside of the United Kingdom
"Placing Agreement" the placing agreement dated 15 December 2013 between (1)
the Company and (2) finnCap providing for, inter alia, the Placing and First
Admission
"Placing Shares" the 47,694,665 new Ordinary Shares which have been
conditionally placed with institutional investors pursuant to the Placing and
subject to the terms and conditions in the Placing Agreement
"Placing" the conditional non pre-emptive placing undertaken by finnCap, as
agent for the Company, of the Placing Shares at the Issue Price with
institutional investors pursuant to the terms of the Placing Agreement and as
detailed in the Circular
"Qualifying CREST Shareholders" Qualifying Shareholders holding Ordinary Shares
in uncertified form
"Qualifying Non-CREST Qualifying Shareholders holding Ordinary Shares in
certificated
Shareholders" form
"Qualifying Overseas Jurisdiction" any and all of the Republic of Ireland, the
Netherlands and Poland
"Qualifying Shareholders" subject to any restrictions imposed on Overseas
Shareholders, holders of Ordinary Shares whose names appear on the register of
members of the Company on the Record Date
"Record Date" 5.00 p.m. on 19 December 2013
"Second Admission" the admission of the Open Offer Shares to trading on AIM
becoming effective in accordance with the AIM Rules
"Shareholders" registered holders of Ordinary Shares
"UK" the United Kingdom of Great Britain and Northern Ireland
"VCT Scheme" the Venture Capital Trust scheme under the provisions of Part 6 of
the Income Tax Act 2007
A reference to £ is to pounds sterling, being the lawful currency of the UK.
A reference to US$ is to United States of America (USA) dollars, being the
lawful currency of the USA. A reference to € or Euro is to the lawful currency
of the Euro area.