Publication of Prospectus

RNS Number : 6344S

Caracal Energy Inc.

08 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 ORDINARY SHARES MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE PROSPECTUS. COPIES OF THE PROSPECTUS ARE AVAILABLE FROM CARACAL ENERGY INC.'S REGISTERED OFFICE AND AT WWW.CARACALENERGY.COM

Publication of Prospectus

CALGARY, Alberta, 8 November 2013 - Further to the announcements by Caracal Energy Inc. ("Caracal" or the "Company") (LSE:CRCL) on 7 November 2013 and at 12.10 p.m. today relating to the firm placing and placing and open offer of new common shares (the "New Shares"), the UK Listing Authority has approved a prospectus dated 8 November 2013 relating to the offer of New Shares to persons outside of Canada (the "Prospectus").

The Prospectus is available to persons who are entitled to participate in the Global Secondary Issue on the Company's website at www.caracalenergy.com, and has been submitted to the National Storage Mechanism and will shortly be available for inspection at http://www.morningstar.co.uk/uk/NSM.

All terms in this announcement have the meanings given to them in the announcement made by the Company on the RNS at 5:30 p.m. (GMT) on 7 November 2013 unless otherwise defined. 

For further information:

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] [phone] [phone]
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 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. 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 the Admissions, 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 the Admissions or otherwise. Accordingly, references in the Prospectus 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 the Admissions will occur and you should not base your financial decisions on Caracal Energy Inc.'s intentions in relation to the Admissions 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.

 

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