Announcement by FOGL
Global Petroleum Ltd
30 November 2006
Global Petroleum Limited
Global Petroleum advises that the following announcement was made by Falkland
Oil and Gas Limited (FOGL) on the 29 November 2006 and is available on their
website at www.fogl.com . Global Petroleum holds a 14% interest in FOGL.
John Armstrong
Executive Chairman
Telephone: +61 7 3211 1122
Fax : +61 7 3211 1122
Web: www.global-petroleum.co.uk
Falkland Oil and Gas Limited
Falkland Oil and Gas Limited announces reaching agreement on the terms of an £8
million convertible loan note issue
The Board of Directors of Falkland Oil and Gas (FOGL, the Company) is pleased to
announce that the Company has agreed terms with RAB Special Situations (Master)
Fund Limited ('RAB SSMF') for RAB SSMF to invest £8 million by way of
convertible loan notes ('Notes') in the Company ('Transaction').
The issue of these Notes, which is dependant principally on the entry into
definitive documentation, will provide the Company with additional cash
resources for the funding of ongoing exploration in its licences located to the
South and East of the Falklands. In particular it will be used to fund the costs
of the Controlled Source Electro Magnetic Survey ('CSEM') to be conducted by OHM
Limited and a seabed coring programme. The OHM vessel, the CS Teneo is due to
commence the CSEM survey in January 2007. In addition, The Wavefield Bergen
Surveyor is already en route to the Falkland Islands and is expected to commence
the 2D seismic infill programme in Mid December 2006.
Proposed terms of the Notes
The Notes are for a term of 5 years and bear interest at 6 per cent per annum,
they carry the right to be converted at any time at the discretion of RAB SSMF
in whole or in part into ordinary shares of 0.002 pence each in the Company
('Shares') at a price of 80 pence per Share (subject to adjustment). Interest
can be paid in cash or securities at the option of the Company and the
securities convert into Shares in the Company on the same basis as the Notes
Full conversion would lead to the issue of 10,000,000 Shares of the Company. The
Notes are not redeemable/repayable by the Company until the expiry of the term.
On issue of the Notes RAB SSMF will receive 6,000,000 warrants, exercisable in
whole or in part over a 6 year term, to acquire one Company Share per warrant at
a price of 100 pence per Share (subject to adjustment) ('Warrants').
It is intended that RAB SSMF will subscribe £2 million on completion of the
final documentation, £2 million on 23 February 2007, £2 million on 30 April 2007
and £2 million on 24 September 2007.
The conversion price for the Notes will, in the event that the Company issues
Shares or securities convertible into Shares at a price lower than 80 pence per
Share, be adjusted to the lower of 80 pence and a 10 per cent. premium to the
price at which such Shares are issued. The exercise price for the Warrants will,
in the event that the Company issues Shares or securities convertible into
Shares at a price lower than 100 pence per Share, be adjusted to the lower of
100 pence and a 30 per cent. premium to the price at which such Shares are
issued.
RAB SSMF
As at the date of this announcement, the Company has been informed by RAB SSMF
that it has an interest in 28,322,778 Shares, representing 30 per cent. of the
current issued share capital.
As the Company is incorporated in the Falkland Islands, the City Code on
Takeovers and Mergers (the 'Code') does not apply to the Company. Despite the
fact that the Code does not apply, as set out in the Company's AIM Admission
Document, the Articles of Association of the Company contain provisions which
(in summary) entitle the Company's board (the 'Board') at its discretion inter
alia to suspend the voting rights of a shareholder if it (and those acting in
concert with it) would be required to make an offer to acquire all of the shares
of other shareholders of the Company under Rule 9 of the Code, if the Code
applied to the Company (a 'Mandatory Offer'), and has failed to do so within 21
days of when such obligation would have arisen (the 'Suspension Right').
In the event that RAB SSMF converts the Notes and exercises the Warrants, an
additional 16,000,000 Shares will fall to be issued to RAB SSMF. Additional
Shares will also fall to be issued in the event that the conversion price of the
Notes or exercise price of the Warrants is altered (as set out above) or that
the interest due under the Notes is settled in securities into which the Notes
convert on the same basis of the agreement.
The Board, after due consideration of what it considers to be in the best
interests of the Company and its shareholders, has agreed not to invoke the
Suspension Right (if applicable) in respect of all new Shares now held or to be
acquired by RAB SSMF pursuant to the Transaction. This waiver does not apply to
any issue of such Shares to, or their acquisition, by any other persons.
The Transaction is a related party transaction for the purpose of AIM rule 13,
as RAB SSMF is a related party within the meaning of the AIM rules. The
Directors of the Company consider, having consulted with the Company's nominated
adviser KBC Peel Hunt, that the terms of the Transaction are fair and reasonable
insofar as the shareholders are concerned.
Tim Bushell, Chief Executive of FOGL commented :
'I am delighted that we have been able to agree on this financing, which will
provide FOGL with funding for the Company's fast track exploration plans in our
licences. We are embarking on a very exciting programme over the next few months
which will enable us to select the best prospects for drilling.
TRACS International ('TRACS') has also recently completed an independent review
of what they believe are our top 10 prospects. In their opinion these 10
prospects have an un-risked prospective resource potential of 10 billion barrels
and net (to FOGL) risked prospective resources of 863 million barrels. TRACS
commented that 'the planned 2006-2007 work programme (CSEM & 2D seismic) is a
logical strategy and shows efficient use of resources'.
I am also pleased to report that our work programme is progressing well, with
CSEM, infill 2D Seismic and seabed cores all being acquired over the coming
Austral summer. The results of these surveys will allow us to focus on the best
prospects for drilling. I also, remain confident that we can achieve our
objectives of securing suitable partners and contracting a rig to commence
exploration drilling in 2008.'
The un-risked prospective resource potential and net risked prospective
resources referred to above have been reviewed independently in a recent
competent persons report ('CPR') prepared by TRACS. This CPR has been prepared
in accordance with the guidance in AIM notice 16 (AIM Rules - Guidance for
Mining and Oil & Gas Companies) issued in March 2006. This resource update is
prepared in accordance with the definitions used by The Society of Petroleum
Engineers. The numbers quoted are those of TRACS.
Enquiries:
FOGL 020 7563 1260
Tim Bushell, Chief Executive
KBC Peel Hunt 020 7418 8900
Jonathan Marren
College Hill 020 7457 2020
Nick Elwes / Paddy Blewer
Notes to editors:
The full TRACS report will be published on the FOGL website: www.fogl.com
TRACS International: www.tracs.com
This information is provided by RNS
The company news service from the London Stock Exchange