Placing and Notice of EGM

BowLeven Plc
19 September 2005

For immediate release



19 September 2005




                                  BowLeven Plc

                         ('BowLeven' or the 'Company')



Placing of 8,500,000 new Ordinary Shares to raise £55.25m at a price of 650p per
                                     share



                                      and



                    Notice of Extraordinary General Meeting





BowLeven is pleased to announce that it is raising £55.25 million (before
expenses) by way of a placing (the 'Placing') to new and existing investors of
8,500,000 new Ordinary Shares of 10p each at an issue price of 650p per Ordinary
Share to provide additional funds to enhance the development of its business.



Highlights:



•          Share placing to raise £55.25 million (approximately £53.09m net of 
           expenses).



•          The capital raised will provide the Group with additional funds to 
           further enhance the development of its business and to fund a work 
           programme for its exploration assets in Cameroon, including the 
           drilling of up to a further six wells in the Etinde Permit area in 
           2006/07.



•          John Morrow, BG Group's former Project Director for the Middle East, 
           to become Group Technical Director in October 2005.



Commenting on the Placing, Terry Heneaghan, Chairman, said: 'We are extremely
pleased with the success of this fund-raising which provides BowLeven with the
resources to take its valuable assets in Cameroon through the next stage of its
development.'



Shareholders are today being sent a circular ('Circular'), the purpose of which
is to provide shareholders with further information on the Placing, which is
being carried out on a non pre-emptive basis, and to convene an extraordinary
general meeting ('EGM') for the purpose of granting the directors of the Company
the necessary authority to effect the Placing. The Notice of EGM, which will be
held at The George Hotel, 19-21 George Street, Edinburgh EH2 2PB at 2pm on 12
October 2005, is set out in the Circular.



Copies of the Circular are being posted to shareholders today, and are available
from the Company's Nominated Adviser and Broker, Noble & Company Limited ('Noble
'), 120 Old Broad Street, London, EC2N 1AR, free of charge, from today and for a
period of one month following the date of admission of the New Ordinary Shares.



For further information please contact:





Terry Heneaghan, Executive Chairman, BowLeven Plc              0131 260 5100

Philip Rhind, Chief Executive, BowLeven Plc                    0131 260 5100



Adam Westcott, Noble & Company Limited                         0131 225 9677



Neil Bennett, Maitland                                         020 7379 5151











The following text is an extract from the Circular that is expected to be
dispatched to shareholders today.



Introduction



The Company has today announced proposals for a capital raising to provide the
Group with additional funds to further enhance the development of its business
and to fund its ongoing work programme for its exploration assets in Cameroon.



The Company is seeking to raise £55.25 million before expenses as set out
herein. This is to be effected by means of the Placing of 8,500,000 new Ordinary
Shares in the capital of the Company at an issue price of 650p per new Ordinary
Share which have been conditionally placed by Noble with certain new and
existing investors.



Due to the size of the Placing relative to the Company's existing authorised
share capital and  authorities to allot shares, the Placing is conditional
(amongst other things) upon the passing of certain resolutions by the Company's
shareholders at an extraordinary general meeting of the Company. A summary of
these resolutions is set out in the Circular. The Directors have convened the
EGM at which shareholders will be asked to consider and, if thought fit, pass
the resolutions set out in the Notice of EGM. The Placing is also conditional on
Admission of the Placing Shares to trading on AIM, a market operated by the
London Stock Exchange Plc (and which is the market on which the Company's
existing issued Ordinary Shares are trading), occurring by 18 October 2005 (or
such later date as Noble and the Company shall agree provided that this is no
later than 1 November 2005). The Placing Shares are equivalent to approximately
28.7 per cent. of the Company's enlarged issued share capital following
Admission and the Placing Price represents a discount of approximately 14.2 per
cent. to the closing mid market price of an existing issued Ordinary Share on 16
September 2005, the latest practicable date prior to the production of the
Circular.



The Company is also proposing to amend the Share Option Scheme to permit, in
certain circumstances, the grant of options at below the market value subsisting
on the date of grant of the option. Such amendments are subject to the passing
of resolution 4 set out in the Notice of EGM.



Finally, the Company is proposing to amend its Articles of Association so as to
extend the circumstances in which a director of the Company can be indemnified
by the Company. This proposal, set out in resolution 5 of the Notice of EGM,
follows changes to a director's indemnity provisions introduced by changes to
the Companies Act 1985 effective from 6 April 2005.



The purpose of the Circular is to provide shareholders with information about
the proposed Placing, the amendment to the Share Option Scheme and the amendment
to the Articles of Association and to explain why the Directors consider these
proposals to be in the best interests of the Company.



Application will be made to the London Stock Exchange Plc for the Placing Shares
to be admitted to trading on AIM. It is expected that, following the passing of
the Placing Resolution at the EGM, dealings in the Placing Shares will commence
on or around 18 October 2005. Subject to the passing of the Placing Resolution
and Admission becoming effective not later than 1 November 2005, the Placing
Shares will rank, pari passu, with the existing Ordinary Shares in the Company.



Under the terms of the engagement letter entered into between the Company and
Noble in connection with the Placing, Noble has agreed to use its reasonable
endeavours to procure placees for the Placing Shares at the Placing Price. The
Placing is not being underwritten.





Announcement of Results



The Company is currently completing its formal audit and the financial results
for the 12 months to 30 June 2005 are expected to be released on or around 20
October 2005.





Trading Since Admission



The Company raised a total of approximately £30m (after expenses) in November
and December 2004. These funds were raised to:



•                           fund the acquisition of 3D seismic over the Etinde
                            Permit;

•                           fund the drilling of up to three wells in Block 7;

•                           assess the exploration potential of prospects, leads
                            and plays across the Etinde Permit;

•                           provide working capital for operations for at least
                            12 months; and

•                           repay existing liabilities



all as set out in more detail in the Company's Admission Document of 1 December
2004.



Since the Company's shares were admitted to trading on AIM on 7 December 2004,
the Company has:



•         acquired 3D seismic data over Block 7 and parts of Blocks 5 and 6 of 
          the Etinde Permit;

•         completed fast track interpretation of both the newly acquired 3D 
          seismic data and existing seismic and drilling data and is continuing 
          with the ongoing process of interpretation of that data;

•         commenced negotiations with the relevant Cameroon authorities in 
          respect of fiscal and economic terms for the Etinde Permit which
          it intends to conclude as soon as possible; and

•         selected two exploration prospects for the 2005 drilling programme 
          which is expected to commence in early October. The GlobalSantaFe rig 
          'Adriatic IX' will be on contract to the Group at the end of September 
          2005 and an operations base has been set up in Douala to support the
          drilling programme.





The 2005 drilling programme comprises two exploration wells. If successful, the
results of these two wells will have a major impact on reserve estimates and
hence the commercial prospects of Block 7. Previously, nine wells have been
drilled on the Block.  Of the eight wells drilled by previous operators, seven
encountered hydrocarbons on the flanks of the channel systems in the Block. One
well was a dry hole. In March 2004, the Group drilled a commitment well,
Manyu-1, which also encountered hydrocarbons. The combination of these wells and
the newly-acquired 3D seismic has provided a clear understanding of the
reservoir characteristics of the channel systems. The two wells in the 2005
programme will provide new data to assist in the interpretation of the 3D
seismic covering previously undrilled prospects in this Block. This data, when
evaluated in conjunction with data on the previously drilled eight wells, will
provide the basis for planning the 2006/07 exploration and appraisal programme
on Block 7.



On Admission the Group intended to negotiate a gas supply contract for a
proposed gas-to-electricity ('GTE') power plant project. The Group has since
appointed Energy Contract Company in Twickenham, Middlesex, to begin
negotiations with regards to a GTE contract.





Farm-in Strategy



The Company announced in its Admission Document that it intended to develop
partnerships with other oil and gas companies in order to further develop its
strategy. BowLeven has since developed a farm-in strategy which will enable the
Company to retain operator status and achieve the following objectives:



•                           reduce risk;

•                           provide additional technical capability;

•                           provide funds for the development phase; and

•                           reduce future cash requirements from shareholders.





Work Programme for 2006/07



The seismic programme is focussed on completing the interpretation of the 3D
seismic data over Block 7 and the acquisition, processing and interpretation of
seismic data over Blocks 5 and 6.



Subject to the results of its 2005 drilling programme the Company will consider
several appraisal and development drilling options for 2006/07 including:



•                           Isongo South appraisal wells (gas/condensate);

•                           Biafra South appraisal well (oil);

•                           Manyu-2 appraisal well (oil);

•                           Isongo D and E appraisal wells (gas/condensate);

•                           Isongo C appraisal well (gas/condensate); and

•                           Sanaga Sud: one gas appraisal well and a development
well (if the award of this licence area to EurOil Limited is confirmed by the
Government of Cameroon).



Exploration targets identified to date by the Company include:



•                           additional Biafra sands oil prospects/plays in Block
                            7;

•                           additional Isongo gas/condensate prospects/plays in
                            Block 7; and

•                           oil and gas exploration in Blocks 5 and 6 (subject
                            to the acquisition and interpretation of 3D seismic 
                            data).





Reasons for the Placing and Use of Proceeds



The Directors believe that there is currently an opportunity to raise funds from
a small number of institutional and other investors at the present time. Your
Board has therefore decided to effect the fundraising by way of the Placing
following a limited and targeted marketing exercise, rather than by offering all
shareholders the opportunity to acquire further shares. The Directors believe
that the additional cost and delay incurred in the production of a prospectus
(which would have to comply with detailed contents requirements and require
review by the UK Listing Authority) in connection with any such offer would not
have been in the best interests of the Company.



The net proceeds of the Placing are estimated at £53.09 million. The funds will
be used to:



•                           secure drilling rigs for a 2006/07 drilling
                            programme;

•                           drill up to six wells on the Etinde Permit area;

•                           acquire 3D seismic over Blocks 5 and 6 of the Etinde
                            Permit;

•                           process and interpret the seismic data acquired;

•                           fund further GTE planning; and

•                           fund further working capital.





Terms of the Placing



On 16 September 2005, the Company and the Directors entered into a placing
agreement with Noble ('the Placing Agreement') pursuant to which Noble was
appointed the Company's agent to use its reasonable endeavours to procure
subscribers for the Placing Shares at the Placing Price.



The Placing Agreement contains certain indemnities from the Company and certain
warranties from the Company and the Directors, breach of which will entitle
Noble to terminate its placing obligations.



The Placing is conditional, inter alia, on:



•                           the passing of the Placing Resolutions;

•                           there having been no material breach of the
warranties or indemnities given to Noble by the Company and/or the Directors in
the Placing Agreement; and

•                           Admission taking place on 18 October 2005 or such
later date as Noble and the Company shall agree but in any event not later than
1 November 2005.





Amendment of the Share Option Scheme



The current rules of the Share Option Scheme provide that the price at which
Ordinary Shares subject to an option (both for any Approved Option and any
Unapproved Option) may be acquired on exercise of the option, shall be not
manifestly less than the market value of the shares at the date on which the
option is granted.  For shares which are quoted on AIM, the market value is
taken as the average mid-market closing price of the shares so quoted on the day
prior to the date of grant of the option.



In the current business environment, companies are often required, when seeking
to recruit key employees and directors, to set out their intentions to such
employees and directors regarding proposed grants of share options, including
details of the number of shares under option and their exercise price, based on
the market value of the shares at the date on which an offer of employment is
made.  In the event that the market value of the Ordinary Shares rises between
the date of such offer and the actual date of appointment/grant of the option,
the Directors believe that it is in the best interests of the Company that they
should have the discretion to grant options at the exercise price initially
offered to the prospective employee/director even if this is lower than the
subsequent prevailing market value. The proposed amendment to the Share Option
Scheme as it applies to Unapproved Options, as set out in resolution 4 of the
Notice of EGM, will give the Directors this flexibility.



It should be emphasised that the exercise price for Approved Options under the
Share Option Scheme remains unchanged, and the exercise price for such options
granted as Approved Options cannot be less than the market value on the date of
grant of the Approved Option.





Appointment of new Director



John Morrow (aged 51) joined the Company on 7 September 2005.  It is intended
that he will be appointed as a director of the Company following the
announcement of the annual results to 30 June 2005 which is expected on or
around 20 October 2005.  He will be appointed as the Company's Technical
Director.  Mr Morrow has 25 years experience in the oil and gas industry.
Immediately prior to joining the Company, he was BG Group Plc's Project Director
for the Middle East and was responsible for developing the BG Group LNG
(Liquified Natural Gas) Project in Iran.  Mr Morrow was previously responsible
for BG Group's technical effort for the Mediterranean Basin and African assets.
He was also the Venture Director for the Karachaganak Project in Kazakhstan.  He
is a former employee of Royal Dutch Shell, having worked there for 15 years in a
variety of operational and commercial roles in the UK, Malaysia and the
Netherlands.



The terms of John Morrow's employment with the Company provide for a basic
salary of £175,000 per annum.  He will also be entitled to participate in the
Company's discretionary performance bonus scheme.  His employment can be
terminated upon 12 months notice.



Following his appointment it is intended that Mr Morrow will be issued with
options over 275,000 Ordinary Shares in the Company.  Approved Options up to a
value of £30,000 will be issued at the market price ruling on the date of grant
of such options with the balance of the share options being Unapproved Options
granted at a price of 530p per Ordinary Share, being the average of the
Company's share price over the period of 20 days prior to 22 July 2005, (being
the date Mr Morrow agreed to join the Company).





Indemnities for directors and officers



An amendment to the Companies Act 1985 ('the Act'), which came into force on 6
April 2005, has widened the permitted scope of an indemnity which can be granted
by a company to its directors and officers.  In particular, the new legislation
(section 19 of the Companies (Audit, Investigations and Community Enterprise)
Act 2004) now allows a company to indemnify directors for liabilities to third
parties even where that director is unsuccessful in defending the claim against
him and to pay certain directors' defence costs as they are incurred in civil or
criminal cases.  The prohibition contained in the previous legislation has been
amended so that it applies only to auditors and the new legislation allows
companies to indemnify the company secretary and other officers, as well as
directors.  Indemnities cannot extend to liability incurred by the indemnified
person to the company or any associated company of which he is a director or
officer, to fines in criminal proceedings or penalties imposed by regulatory
authorities, to costs incurred in criminal proceedings where the director is
convicted, or to costs incurred in civil proceedings brought by the company or
an associated company where judgment is given against the individual concerned.



Article 143 of the Company's Articles of Association currently provides an
indemnity by the Company in favour of the directors, the company secretary and
the Company's other officers and its auditors and managers in the limited
circumstances permitted under the previous legislation.



The Board believes that it is in the Company's best interests to take advantage
of the change in the law.  Resolution 5 is a special resolution to replace the
existing Article 143 with a new Article 143 which will take advantage of the
changes to the Act.  To ensure that the Board is able to exercise its powers
under the new article, notwithstanding directors' personal interests in the
provision of the indemnities, the proposed new Article 143 allows each of the
directors to vote and be counted in the quorum at any meeting of the Board or a
committee of the Board considering a proposal for an indemnity unless he is to
receive a privilege or benefit not generally available or awarded to any other
director.



Subject to the passing of resolution 5, the Board intends to enter into deeds of
indemnity with each director to reflect the provisions of the amended Act and
the proposed new Article 143.  Any such indemnities would not apply to any claim
arising out of the indemnified person's fraud, wilful default, gross negligence
or breach of fiduciary duty.





Extraordinary General Meeting



Included in the Circular is a notice convening the EGM of the Company to be held
at The George Hotel, 19-21 George Street, Edinburgh EH2 2PB at 2pm on 12 October
2005, at which the resolution set out in such notice will be proposed.



The Placing Resolutions, which are resolutions 1 to 3, propose:


(a)  to increase the Company's authorised share capital from £3,000,000 to
£5,000,000;



(b)  to grant the Directors a general authority pursuant to section 80 of the
Companies Act 1985 to allot the Placing Shares (as defined in the Circular and
to allot the remaining authorised but as yet unissued share capital of the
Company); and



(c) to disapply statutory pre-emption rights in respect of the Placing Shares
and in addition, further securities not exceeding 15 per cent. of the issued
share capital of the Company as enlarged by the issue of the Placing Shares.



Resolution 4 proposes the amendment to the Share Option Scheme.



Resolution 5 proposes the amendment to the Company's Articles of Association.





Action to be taken



A form of proxy for use at the EGM is enclosed with the Circular. The form of
proxy should be completed and signed in accordance with the instructions on it
and returned to the Company's registrars, Park Circus Registrars Limited, James
Sellars House, 144-146 West George Street, Glasgow G2 2HG by not later than 2pm
on 10 October 2005. The completion and return of a form of proxy will not
preclude shareholders from attending the EGM and voting in person should they so
wish.



Recommendation



The Directors consider the Placing; the proposed amendment to the Share Option
Scheme; and the proposed amendment to the Articles of Association of the Company
to be in the best interests of the Company and its shareholders as a whole and
unanimously recommend shareholders vote in favour of the resolutions as set out
in the Notice of EGM, as your Directors intend to do or procure to be done in
respect of their beneficial holdings of Ordinary Shares, which amount, in
aggregate, to 2,886,303 Ordinary Shares, representing approximately 13.67 per
cent. of the current issued share capital of the Company.





- ENDS -




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