Placing Announcement

RNS Number : 5161S

Caracal Energy Inc.

07 November 2013

 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED AS A TERM OR CONDITION OF THE FIRM PLACING AND PLACING AND OPEN OFFER. ANY DECISION TO PURCHASE, OTHERWISE ACQUIRE, SUBSCRIBE FOR, SELL OR OTHERWISE DISPOSE OF ANY NEW COMMON SHARES MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN THE PROSPECTUS. COPIES OF THE PROSPECTUS WILL BE AVAILABLE ON PUBLICATION FROM CARACAL ENERGY INC.'S REGISTERED OFFICE AND WEBSITE AT WWW.CARACALENERGY.COM. THE DEFINED TERMS SET OUT IN APPENDIX 2 APPLY IN THIS ANNOUNCEMENT.

Caracal Energy Inc. Announces Intention to Proceed with Firm Placing and Placing and Open Offer to raise up to US$200 million

CALGARY, Alberta, November 7, 2013 - Caracal Energy Inc. ("Caracal" or the "Company") (LSE:CRCL) announces its intention to raise gross proceeds of up to U.S.$200 million by way of a firm placing and placing and open offer of new common shares (the "New Shares").

The Company intends to offer some of the New Shares to persons outside of Canada by way of a firm placing and placing and open offer (the "Global Secondary Issue"), the full details of which will be set out in a prospectus prepared in accordance with the UK Prospectus Rules of the UK Financial Conduct Authority (the "Prospectus"). Concurrently with the Global Secondary Issue, the Company intends to offer the remaining New Shares to persons resident in Canada by way of a firm placing and placing and open offer (the "Canadian Secondary Issue"), the full details of which will be set out in a prospectus supplement to be filed with applicable Canadian securities regulators. Please note that the terminology of a "Secondary Issue" describing the Global Offering, is an issuance by Caracal of new common shares.

The price per New Share (the "Issue Price") will be determined upon completion of an accelerated book building in respect of the firm placings and placings. The book will open with immediate effect and close at the sole discretion of the Global Underwriters (as defined below).  The Company expects to announce the number of New Shares to be issued and the Issue Price on 8 November 2013; however, the timing will be at the absolute discretion of the Company and the Global Underwriters.

Applications will be made for all New Shares issued pursuant to the Global Secondary Issue and the Canadian Secondary Issue to be admitted to the premium listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities (together, "Admission").

The Global Secondary Issue and the Canadian Secondary Issue are not conditional on shareholder approval.

Reasons for the Global Secondary Issue and the Canadian Secondary Issue

Caracal intends to use the principal part of the proceeds of the Global Secondary Issue and the Canadian Secondary Issue by the end of 2014 to accelerate its exploration programme as follows:

Drill and complete ten exploration wells	U.S.$115.0 million
Freight and Logistics	U.S.$40.0 million
Long-lead items for the Group's 2015 exploration programme	U.S.$20.0 million
General corporate purposes and transaction expense	U.S.$25.0 million
Total	U.S.$200.0 million

Of the ten exploration wells referred to above, Caracal expects to drill:

·     one well in the DOB/DOI Contractual Zone and one well in the Doseo/Borogop Contractual Zone in Q1 2014;

·     three wells in the Doseo/Borogop Contractual Zone and one well in the DOH Contractual Zone in Q3 2014; and

·     three wells in the Doseo/Borogop Contractual Zone and one well in the DOH Contractual Zone in Q4 2014.

The use of proceeds is consistent with Caracal's focus on oil and gas exploration, development and production activities in Chad. Caracal expects that the acceleration of its exploration programme will (i) increase the net present value of its resources and reserves (assuming commercial amounts of hydrocarbons are discovered) and (ii) ensure as many material prospects as possible are drilled prior to the required relinquishment of 50 per cent of the Contractual Zones in 2016 pursuant to the terms of the production sharing contracts.

The Global Firm Placing and the Canadian Firm Placing are not conditional upon the completion of the Global Placing and Global Open Offer and the Canadian Placing and Canadian Open Offer, respectively. In the event that the Global Placing and Global Open Offer and the Canadian Placing and Canadian Open Offer did not complete, the proceeds received by the Company would be limited to the aggregate amount raised pursuant to the Global Firm Placing and the Canadian Firm Placing. If this were to occur, the exploration acceleration plan outlined above would be deferred, and the net proceeds received would instead be applied to fund the acceleration of further development of the Badila and Mangara Fields.

About Caracal

Caracal is an independent oil and gas exploration, appraisal and development company, which, together with its partner Glencore, has exclusive rights to explore and develop oil and gas reserves and resources over an area of approximately 26,103 km² (6.4 million acres) in the south of the Republic of Chad, Africa (the "Contractual Zones"). McDaniel & Associates Consultants Ltd. ("McDaniel"), the Company's independent mineral expert, estimates that the Contractual Zones contain gross lease proved and probable (2P) reserves of approximately 172 MMbbl and gross lease unrisked prospective resources of approximately 4,070 MMbbl (mean).

In September 2013, Caracal commenced oil production from the Badila Field, thus becoming the first independent exploration and production company to achieve commercial production in Chad. McDaniel forecasts gross 2P production of approximately 14,000 bbl/d from the Badila Field by the end of 2013, increasing to approximately 38,000 bbl/d from the Badila and Mangara Fields by the end of 2014. Caracal is targeting commencement of first production from the Mangara Field in the second quarter of 2014.

Other matters

In respect of the Global Secondary Issue, RBC Europe Limited is acting as Sponsor and Global Coordinator and, together with Canaccord Genuity Limited, FirstEnergy Capital LLP and Barclays Bank PLC, Joint Bookrunners (together, the "Global Underwriters").

Subject to pricing, it is expected that the Prospectus will be published on or about 8 November 2013 containing full details of the Global Secondary Issue. Once published, the Prospectus will be made available on the Company's website at www.caracalenergy.comto people who are entitled to participate in the Global Secondary Issue , and will be submitted to the National Storage Mechanism and be available for inspection at www.morningstar.co.uk/uk/nsm.

Enquiries:

Caracal Gary Guidry, Chief Executive Officer Trevor Peters, Chief Financial Officer	[phone]
FTI Consulting - UK Media Enquiries Ben Brewerton Edward Westropp Georgia Mann Longview Communications - Canadian Media Enquiries Alan Bayless Joel Shaffer	[phone] [e-mail] 604-694-6035 416-649-8006
RBC Europe Limited Tim Chapman Stephen Foss Matthew Coakes Jakub Brogowski	[phone]
Canaccord Genuity Piers Coombs Tim Redfern Henry Fitzgerald-O'Connor	[phone]
FirstEnergy Capital Hugh Sanderson Jonathan Wright Khalid Ahmed	[phone]

Barclays James Peterkin Chris Madderson Bertie Whitehead (Corporate Broking)

[phone]

IMPORTANT NOTICE

This announcement does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer or invitation to purchase or subscribe for, any shares or any other securities, nor shall it (or any part of it), or the fact of its distribution, form the basis of, or be relied on in connection with or act as any inducement to enter into, any contract or commitment whatsoever with respect to the Global Secondary Issue or otherwise. This announcement is an advertisement and not a prospectus and investors should not subscribe for or purchase any Shares except on the basis of information in the Prospectus expected to be published by Caracal Energy Inc. in connection with the Global Secondary Issue in due course and approved by the Financial Conduct Authority (the "FCA"), and any supplementary prospectus in relation thereto.

The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement and the information contained herein is not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan or South Africa. The New Shares have not been and will not be registered under the securities laws of such jurisdictions and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within such jurisdictions except pursuant to an exemption from and in compliance with any applicable securities laws.

This announcement and the information contained herein does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities mentioned herein have not been, and will not be, registered under the U.S. Securities Act of 1933 (the "Securities Act"). The securities may not be offered or sold in the United States except pursuant to an exemption from, or on a transaction not subject to, the registration requirements of the Securities Act. There will be no public offer of securities in the United States.

The information in this press release may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the U.S. Securities Act or the applicable laws of other jurisdictions.

Any subscription of New Shares in the Global Secondary Issue should be made solely on the basis of the information contained in the Prospectus, once published. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change.

The Global Underwriters, each of which is authorised and regulated in the UK by the FCA, are acting exclusively for Caracal Energy Inc. and no one else in connection with the Global Secondary Issue. They will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Global Secondary Issue and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for giving advice in relation to the Global Secondary Issue or any transaction or arrangement referred to in this announcement.

None of the Global  Underwriters or any of their respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from the announcement) or any other information relating to Caracal Energy Inc., its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

In connection with the Global Secondary Issue and Admission, each of the Global Underwriters and any of their respective affiliates, acting as investors for their own accounts, may purchase Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Shares and other securities of Caracal Energy Inc. or related investments in connection with the Global Secondary Issue and Admission or otherwise. Accordingly, references in the Prospectus, once published, to the Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by any of the Global Underwriters and any of their affiliates acting as investors for their own accounts. The Global Underwriters do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

There is no guarantee that Admission will occur and you should not base your financial decisions on Caracal Energy Inc.'s intentions in relation to Admission at this stage. Acquiring securities to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such an investment should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Global Secondary Issue. The value of Shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Global Secondary Issue for the person concerned. Past performance cannot be relied upon as a guide to future performance.

Certain figures contained in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly with the total figure given.

Cautionary Statements

This announcement contains certain forward‐looking information and statements relating, but not limited, to the proposed use of proceeds for the Global Secondary Issue. Forward-looking information typically contains statements with words such as "intend", "target", "anticipate", "plan", "estimate", "expect", "potential", "could", "will", or similar words suggesting future outcomes. Information relating to reserves and resources is deemed to be forward-looking information, as it involves the implied assessment, based on certain estimates and assumptions, that the reserves and resources described exist in the quantities predicted or estimated, and can be profitably produced in the future. The Company cautions readers not to place undue reliance on forward-looking information as by its nature, it is based on current expectations regarding future events that involve a number of assumptions, inherent risks and uncertainties, which could cause actual results to differ materially from those anticipated by the Company. In addition, the forward‐looking information is made as of the date hereof, and each of the Company and the Global Underwriters and their respective affiliates expressly disclaim any obligation or undertaking to update, review or revise any forward-looking information contained in this announcement to reflect any change in its expectations or any change in events, conditions or circumstances on which such information is based unless required to do so by applicable law, including the Prospectus Rules, the Listing Rules or the Disclosure Rules and Transparency Rules of the FCA.

Forward-looking information is not based on historical facts but rather on current expectations and assumptions regarding, among other things, the timing and scope of certain of the Company's operations and the timing and level of production from the Company's properties, plans for and results of drilling activity and testing programmes, future capital and other expenditures (including the amount, nature and sources of funding thereof), continued political stability, and timely receipt of any necessary government or regulatory approvals. Although the Company believes the expectations and assumptions reflected in such forward-looking information are reasonable, they may prove to be incorrect. Forward-looking information involves significant known and unknown risks and uncertainties. A number of factors could cause actual results to differ materially from those anticipated by the Company including, but not limited to, risks associated with the oil and gas industry (e.g. operational risks in exploration and production; inherent uncertainties in interpreting geological data; changes in plans with respect to exploration or capital expenditures; interruptions in operations together with any associated insurance proceedings; reductions in production capacity, the uncertainty of estimates and projections in relation to costs and expenses and health, safety and environmental risks), the risk of commodity price and foreign exchange rate fluctuations, the uncertainty associated with negotiating with foreign governments, risk associated with international activity, including the risk of political instability, the risk of adverse economic market conditions, the actual results of marketing activities and the risk of regulatory changes.  Forward-looking information cannot be relied upon as a guide to future performance.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED AS A TERM OR CONDITION OF THE FIRM PLACING AND PLACING AND OPEN OFFER. ANY DECISION TO PURCHASE, OTHERWISE ACQUIRE, SUBSCRIBE FOR, SELL OR OTHERWISE DISPOSE OF ANY NEW COMMON SHARES MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN THE PROSPECTUS. COPIES OF THE PROSPECTUS WILL BE AVAILABLE ON PUBLICATION FROM CARACAL ENERGY INC.'S REGISTERED OFFICE AND WEBSITE AT WWW.CARACALENERGY.COM. THE DEFINED TERMS SET OUT IN APPENDIX 2 APPLY IN THIS ANNOUNCEMENT.

ADDITIONAL INFORMATION REGARDING THE GLOBAL SECONDARY ISSUE

CARACAL ENERGY INC.

1       Terms of the Global Secondary Issue

The Company is proposing to raise estimated gross proceeds of up to U.S.$200 million by way of the Global Secondary Issue and Canadian Secondary Issue.

The structure of the offering of New Shares will combine the flexibility of enabling existing Shareholders to subscribe for New Shares on a pre-emptive basis through the Global Open Offer and the Canadian Open Offer, whilst also being able to satisfy demand from new investors to subscribe for New Shares in the Company. The Directors therefore believe that the Global Secondary Issue is in the best interests of the Company.

Concurrently with the Global Secondary Issue, the Canadian Secondary Issue is being made by way of a Canadian Firm Placing, Canadian Placing and Canadian Open Offer in Canada pursuant to the Canadian Prospectus. The terms of Canadian Secondary Issue will be similar to the terms of the Global Secondary Issue and will be set out in the Canadian Prospectus.

The Company expects to announce the Issue Price at which New Shares will be issued pursuant to the Global Secondary Issue and the Canadian Secondary Issue on 8 November 2013.

The Global Secondary Issue and the Canadian Secondary Issue are not conditional on Shareholder approval.

Global Firm Placing 

Under the Global Firm Placing, the Global Underwriters intend to procure Global Firm Placees to subscribe for the Global Firm Placed Shares at the Issue Price. The Global Firm Placed Shares will not be subject to clawback and will not be part of the Global Open Offer. It is proposed thatthe issue of the Global Firm Placed Shares under the Global Firm Placing has will be fully underwritten by the Global Underwriters. The Global Firm Placing will be conditional, amongst other things, on the Global Placing and Open Offer Agreement to be entered into between the Company and the Global Underwriters having not been terminated prior to becoming unconditional in relation to the Global Firm Placing and Firm Placing and Admission becoming effective no later than 8.00 a.m. on 13 November 2013 (or such later time and/or date as the Company and the Global Underwriters may agree). The Global Firm Placing is not conditional on completion of the Global Placing and Global Open Offer.

All the Global Firm Placed Shares are expected to be conditionally placed with the Global Firm Placees by the Global Underwriters at the Issue Price.

The New Shares will from issue rank pari passu in all respects with the Existing Shares including the right to receive dividends or distributions (if any) thereafter made, paid or declared and restrictions as the Existing Shares, as set out in the Articles.

Global Placing and Global Open Offer

Under the Global Open Offer, the Company expects to offer Global Open Offer Shares to Global Qualifying Shareholders at the Issue Price. Pursuant to the Global Placing, the Global Underwriters are expected to place some or all of the Global Open Offer Shares and/or the Canadian Open Offer Shares conditionally with certain investors (Global Conditional Placees) at the Issue Price, subject to clawback to satisfy valid applications by Global Qualifying Shareholders and Canadian Qualifying Shareholders under the Global Open Offer and Canadian Open Offer, respectively. Concurrently, the Canadian Underwriters are expected to place some or all of the Canadian Open Offer Shares and/or the Global Open Offer Shares conditionally with certain investors (Canadian Conditional Placees) at the Issue Price, subject to clawback to satisfy valid applications by Canadian Qualifying Shareholders and Global Qualifying Shareholders under the Canadian Open Offer and Global Open Offer, respectively. To the extent that the Global Underwriters and the Canadian Underwriters fail to place all of the Global Open Offer Shares and Canadian Open Offer Shares, as applicable, the Global Underwriters and the Canadian Underwriters are expected conditionally to agree to subscribe for the Global Open Offer Shares and Canadian Open Offer Shares, as applicable, at the Issue Price.

Pursuant to the Global Open Offer, Global Qualifying Shareholders (including the Global Firm Placees), on and subject to the terms and conditions of the Global Open Offer, will be given the opportunity to apply for the Global Open Offer Shares at the Issue Price on the basis of the number of Existing Shares held by such Global Qualifying Shareholders and registered in their name on the Record Date.

Shareholders should note that the Global Open Offer is not a rights issue. Global Qualifying Shareholders should be aware that in the Global Open Offer, unlike in a rights issue, any Global Open Offer Shares not applied for will not be sold in the market on behalf of or placed for the benefit of Global Qualifying Shareholders who do not apply under the Global Open Offer, but will be subscribed for under the Global Placing for the benefit of the Company. If any Shareholder does not take up any of its Global Open Offer Entitlements, then, following the issue of the Global Open Offer Shares pursuant to the Global Open Offer, its interest in the Company will be diluted.

If the Open Offer Admission does not take place on or before 8.00 a.m. on 5 December 2013 (or such later time and/or date as the Company and the Global Underwriters may agree), the Global Open Offer will lapse, any Global Open Offer Entitlements admitted to CREST will thereafter be disabled and application monies under the Global Open Offer will be refunded to the applicants without interest as soon as practicable thereafter. In these circumstances, the Global Placing to the Global Conditional Placees will not proceed.

The Global Placing and Global Open Offer will be conditional, amongst other things, upon:

(a)     the proposed Global Placing and Open Offer Agreement having become unconditional in all respects (save for the condition relating to the Open Offer Admission) and not having been terminated in accordance with its terms; and

(b)     the Firm Placing Admission and the Open Offer Admission becoming effective by not later than 8.00 a.m. on 13 November 2013 and 5 December 2013, respectively (or such later times and dates as the Company and the Global Underwriters may agree).

APPENDIX 1
EXPECTED TIMETABLE OF PRINCIPAL EVENTS RELATED TO GLOBAL SECONDARY ISSUE AND CANADIAN SECONDARY ISSUE

Event		Indicative Time and Date
Filing of the Canadian preliminary prospectus supplement relating to the Canadian Secondary Issue with the securities regulatory authorities in applicable Canadian jurisdictions		7 November 2013
Announcement of the Issue Price for the New Shares pursuant to the Global Secondary Issue and Canadian Secondary Issue		8 November 2013
Filing of the final prospectus supplement relating to the Canadian Secondary Issue with the securities regulatory authorities in applicable Canadian jurisdictions		8 November 2013
Publication of UK Prospectus		8 November 2013
Firm Placing Admission and dealings in Global Firm Placed Shares and Canadian Firm Placed Shares expected to commence on London Stock Exchange		8.00 a.m. on 13 November 2013
Depositary Interests representing Global Firm Placed Shares and Canadian Firm Placed Shares expected to be credited to accounts in CREST (Depositary Interest holders only)		As soon as practicable after 8.00 a.m. on 13 November 2013
Global Firm Placed Shares and Canadian Firm Placed Shares expected to be credited to accounts in CDS (CDS holders only)		As soon as practicable after 8.00 a.m. on 13 November 2013
Despatch of definitive share certificates for the Global Firm Placed Shares and Canadian Firm Placed Shares in certificated form		By 22 November 2013
Record Date for entitlement under the Global Open Offer for Global Qualifying Shareholders and under the Canadian Open Offer for Canadian Qualifying Shareholders		11.30 p.m. on 13 November 2013
Posting of Application Forms to Global Qualifying Certificated Shareholders and CDS Participants (in respect of Global Qualifying CDS Shareholders)		13 November 2013
Global Ex-Entitlement Date for the Global Open Offer		8.00 a.m. on 14 November 2013
Global Open Offer Entitlements credited to stock accounts in CREST (Global Qualifying Depositary Interest Holders only)		14 November 2013
Latest time and date for splitting Application Forms (to satisfy bona fide market claims only)		3.00 p.m. on 27 November 2013
Latest time and date for receipt of completed Application Forms and payment in full under the Global Open Offer or settlement of relevant CREST instructions		2.30 p.m. on 29 November 2013
Expected date of announcement of results of the Global Open Offer and the Canadian Open Offer through a Regulatory Information Service		2 December 2013
Open Offer Admission and commencement of dealings in Global Open Offer Shares and Canadian Open Offer Shares on the London Stock Exchange expected to commence		8.00 a.m. on 5 December 2013
Depositary Interests representing Global Open Offer Shares and Canadian Open Offer Shares expected to be credited to accounts in CREST (Depositary Interest holders only)		As soon as practicable after 8.00 a.m. on 5 December 2013
Global Open Offer Shares and Canadian Open Offer Shares expected to be credited to accounts in CDS (CDS holders only)		As soon as practicable after 8.00 a.m. on 5 December 2013
Despatch of definitive share certificates for the Global Open Offer Shares and Canadian Open Offer Shares in certificated form		By 13 December 2013

Notes:
(1)     The ability to participate in the Global Open Offer is subject to certain restrictions relating to Shareholders with registered ‎addresses outside the UK.‎
(2)     The times and dates set out in the expected timetable of key events above, and mentioned throughout this ‎announcement and any other document issued in connection with the Global Secondary Issue, are subject to change, may be adjusted by the Company in consultation with the Global Underwriters. In such ‎event, details of the new times and dates will be notified to the UK Listing Authority, the London Stock Exchange ‎and, where appropriate, Global Qualifying Shareholders.‎
(3)     Different deadlines and procedures for applications may apply in certain cases. For example, if ‎Existing Shares are held through a CREST member or other nominee, that person may set an earlier date for ‎application and payment than the dates noted above.‎
(4)     References to times are to London's UK time unless otherwise stated.

APPENDIX 2
DEFINITIONS

The following definitions apply throughout this announcement unless the context requires otherwise:

Articles	the articles of incorporation of the Company
Canadian Conditional Placees	such persons who have agreed or shall agree to subscribe for Canadian Open Offer Shares and/or Global Open Offer Shares issued in connection with the Canadian Placing subject to clawback to satisfy valid applications by Canadian Qualifying Shareholders and Global Qualifying Shareholders under the Canadian Open Offer and Global Open Offer, respectively
Canadian Firm Placed Shares	the New Shares which the Canadian Firm Placees have agreed to subscribe for under the Canadian Firm Placing
Canadian Firm Placees	such persons who have agreed or shall agree to subscribe for Canadian Firm Placed Shares
Canadian Firm Placing	the subscription by the Canadian Firm Placees for the Canadian Firm Placed Shares
Canadian Open Offer	the offer to Canadian Qualifying Shareholders, constituting an invitation to apply for the Canadian Open Offer Shares on terms and subject to conditions set out in the Canadian Prospectus and any accompanying documents thereto
Canadian Open Offer Shares	the New Shares being offered by the Company to Canadian Qualifying Shareholders pursuant to the Canadian Open Offer
Canadian Placing	the subscription by the Canadian Conditional Placees for some or all of the Canadian Open Offer Shares and/or the Global Open Offer Shares subject to clawback to satisfy valid applications by Canadian Qualifying Shareholders and Global Qualifying Shareholders under the Canadian Open Offer and the Global Open Offer, respectively
Canadian Prospectus	the prospectus supplement filed in connection with the Canadian Secondary Issue with the securities regulatory authorities in the Applicable Canadian Jurisdictions together with the accompanying short form base shelf prospectus dated 24 October 2013
Canadian Qualifying Shareholder	(i) holders of Depositary Interests in respect of and representing Existing Shares as set out on the register of Depositary Interests holders of the Depositary on the Record Date; (ii) holders of Existing Shares in a nominee account in CDS on the Record Date; and (iii) holders of Existing Shares in certificated form on the Share Register on the Record Date, in each case with a registered address in an Applicable Canadian Jurisdiction or otherwise subject to Canadian law
Canadian Secondary Issue	the Canadian Firm Placing, the Canadian Placing and the Canadian Open Offer
CDS	CDS Clearing and Depositary Services Inc.
CDS Participant	a participant in the CDS depositary service, including a broker, dealer, bank or other financial institution
Company	Caracal Energy Inc.
Contractual Zone	the area in Chad subject to and governed by the terms and conditions of a PSC
CREST	the UK-based system for the paperless settlement of trades in listed securities, of which Euroclear UK & Ireland Limited is the operator
Depositary	Computershare Investor Services PLC
Depositary Interests	the dematerialised depositary interests issued by the Depositary in respect of the underlying Shares
Directors	the directors of the Company
Existing Shares	the Shares in issue as at the date of the Prospectus
FCA	the United Kingdom Financial Conduct Authority
Firm Placing Admission	the admission of the Global Firm Placed Shares and the Canadian Firm Placed Shares to the premium listing segment on the Official List and to trading on the London Stock Exchange's main market for listed securities
FSMA	the Financial Services and Markets Act 2000 (as amended)
Global Conditional Placees	such persons who have agreed or shall agree to subscribe for some or all of the Global Open Offer Shares and/or Canadian Open Offer Shares issued in connection with the Global Placing subject to clawback to satisfy valid applications by Global Qualifying Shareholders and Canadian Qualifying Shareholders under the Global Open Offer and Canadian Open Offer, respectively
Global Firm Placed Shares	the New Shares for which the Global Firm Placees have agreed to subscribe under the Global Firm Placing
Global Firm Placees	such persons who have agreed or shall agree to subscribe for Global Firm Placed Shares on the terms of the Global Placee Commitment Letters
Global Firm Placing	the subscription by the Global Firm Placees for the Global Firm Placed Shares pursuant to the Global Placee Commitment Letters
Global Open Offer	the offer to Global Qualifying Shareholders, constituting an invitation to apply for the Global Open Offer Shares on the terms and subject to the conditions set out in the Prospectus and, in the case of Global Qualifying Certificated Shareholders, in the Application Form
Global Open Offer Entitlement	an entitlement to apply for Global Open Offer Shares allocated to a Global Qualifying Shareholder pursuant to the Global Open Offer
Global Open Offer Shares	the New Shares being offered by the Company to Global Qualifying Shareholders pursuant to the Global Open Offer
Global Placing	the subscription by the Global Conditional Placees for some or all of the Global Open Offer Shares and/or the Canadian Open Offer Shares subject to clawback to satisfy valid applications by Global Qualifying Shareholders and Canadian Qualifying Shareholders under the Global Open Offer and Canadian Open Offer, respectively
Global Placing and Open Offer Agreement	the placing and open offer agreement relating to the Global Secondary Issue proposed to be entered into on or around the date of the Prospectus between the Company and the Global Underwriters
Global Qualifying CDS Shareholders	holders of Shares in a nominee account in CDS on the Record Date, other than, subject to certain exceptions, shareholders with a registered address or otherwise located in the United States or any Restricted Jurisdiction
Global Qualifying Certificated Shareholders	holders of Shares on the Share Register on the Record Date, other than, subject to certain exceptions, shareholders with a registered address or otherwise located in the United States or any Restricted Jurisdiction
Global Qualifying Depositary Interest Holders	holders of Depositary Interests in respect of and representing Existing Shares as set out on the register of Depository Interest holders of the Depositary on the Record Date, other than, subject to certain exceptions, holders with a registered address or otherwise located in the United States or any Restricted Jurisdiction
Global Qualifying Shareholders	the Global Qualifying Depositary Interest Holders, the Global Qualifying CDS Shareholders and the Global Qualifying Certificated Shareholders
Issue Price	the issue price of the New Shares
New Shares	new Shares proposed to be issued and allotted by the Company pursuant to the Global Secondary Issue and Canadian Secondary Issue
Open Offer Admission	the admission of the Global Open Offer Shares and the Canadian Open Offer Shares to the premium listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities
RBC Capital Markets	RBC Europe Limited
Record Date	11.30 p.m. on 13 November 2013
Restricted Jurisdiction	Australia, Canada and Japan and any other jurisdiction outside the United Kingdom, where the Company is advised that the allotment or issue of the New Shares pursuant to the Global Secondary Issue would or may infringe the relevant laws and regulations of such jurisdiction or would or may require the Company to obtain any governmental or other consent or to effect any registration, filing or other formality which, in the opinion of the Company, it would be unable to comply with or is unduly onerous
Share Register	principal share register of the Company maintained in Canada
Shareholder	a holder of Shares
Shares	common shares in the capital of the Company
UK	the United Kingdom of Great Britain and Northern Ireland
United States or U.S.	the United States of America, its territories and possessions, any State of the United States of America, and the District of Columbia
U.S. dollars	United States dollars

 

END

 

 

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