Exercise of the Global Offer over-allotment option

RNS Number : 7868F

SEPLAT Petroleum Development Co PLC

29 April 2014

 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE PRESS RELEASE

This announcement is an advertisement and not a prospectus. Investors should not purchase or subscribe for any securities referred to in this announcement. This announcement is not an offer to sell, or a solicitation of an offer to acquire, securities in the United Kingdom, the United States or any other jurisdiction.

SEPLAT Petroleum Development Company Plc

Exercise of the Global Offer over-allotment option

London and Lagos: 29 April 2014: SEPLAT Petroleum Development Company Plc ("SEPLAT" or the "Company" including its subsidiaries), an indigenous independent oil and gas company incorporated and operating in Nigeria with a strategic focus on Nigeria announces that the Joint Global Coordinators have today exercised the over-allotment option over 10,026,183 Ordinary Shares, representing 97% of the over-allotment option granted by the Company in connection with the Global Offer.

The Company will receive net proceeds (after fees and commissions) of approximately £20 million on the over-allotment option closing date on or around 6 May 2014.

BNP Paribas and Standard Bank plc are acting as joint global co-ordinators and joint bookrunners and Renaissance Securities (Cyprus) Limited, Citigroup Global Markets Limited and RBC Capital Markets are acting as joint bookrunners (together, the "Joint Bookrunners"). Renaissance Securities (Nigeria) Limited and Stanbic IBTC Capital Limited have been appointed as Nigerian joint issuing houses in relation to the Nigerian Offering. 

Enquiries

SEPLAT Petroleum Development Company Plc Roger Brown, Chief Financial Officer David Boyd, Investor Relations Chioma Nwachuku, GM - Corporate Affairs & Business Development	[phone] [phone] [phone]
FTI Consulting Ben Brewerton / Sara Powell / George Parker	[phone] [e-mail]
BNP Paribas Florence Sztuder, Equity Syndicate Desk Ben Canning, Equity Capital Markets Marianne Daryabegui, Corporate Finance	[phone] [phone] [phone]
Standard Bank plc / Stanbic IBTC Capital Limited Simon Matthews / Chris Godman / Yewande Sadiku	[phone]  [phone]
Renaissance Securities (Cyprus) Limited / Renaissance Securities (Nigeria) Limited  John Porter / Yvonne Ike	[phone]  [phone]
Citigroup Global Markets Limited Tom Reid / Miguel Azevedo / Chris Bucknall / Samit Parekh	[phone]
RBC Europe Limited Tim Chapman / Stephen Foss / Matthew Coakes / Jakub Brogowski	[phone]

Important Notice

The contents of this announcement, which have been prepared by and are the sole responsibility of the Company, have been approved by BNP Paribas solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000.

The information contained in this announcement is for background purposes only and does not purport to be full or complete.  No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.

This announcement is an advertisement and not a prospectus and investors should not subscribe for or purchase any shares referred to in this announcement.

This announcement is not for publication distribution, directly or indirectly, in or into the United States (as defined under Regulation S of the United States Securities Act of 1933, as amended (the "Securities Act"), Canada, Australia or Japan or any other jurisdiction in which the same would be unlawful. 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 does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in any jurisdiction. The ordinary shares of SEPLAT (the "Ordinary Shares") have not been, and will not be, registered under the Securities Act. The Ordinary Shares may not be offered or sold in the United States, except pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of Ordinary Shares in the United States.

This announcement does not constitute an offer of securities to the public in the United Kingdom.  This communication is being distributed only to and directed only at (i) persons falling within Article 19(5) ("investment professionals") of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") who have professional experience in matters relating to investments, (ii) high net worth persons falling within Article 49(2)(a) to (d) of the Order and/or (iii) any other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). This announcement must not be acted on or relied on by any person who is not a relevant person. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.

This announcement is distributed in any member state of the European Economic Area which applies the Prospectus Directive (this Directive together with any implementing measures in any member state, the "Prospectus Directive") only to those persons who are qualified investors for the purposes of the Prospectus Directive in such member state, and such other persons as this document may be addressed on legal grounds, and no person that is not a relevant person or qualified investor may act or rely on this document or any of its contents. The expression "Prospectus Directive" means Directive 2003/71/EC (and any amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in each Relevant Member State, and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.

The Ordinary Shares have not been and will not be offered or sold to the public in the Republic of France, and no offering or marketing materials relating to the Ordinary Shares must be made available or distributed in any way that would constitute, directly or indirectly, an offer to the public in the Republic of France.

The Ordinary Shares may only be offered or sold in the Republic of France pursuant to article L. 411-2-II of the French Code monétaire et financier to (i) providers of third-party portfolio management investment services, (ii) qualified investors (investisseurs qualifiés) acting for their own account, all as defined in and in accordance with articles L. 411-1, L. 411-2 and D. 411-1 and D. 411-4 of the French Code monétaire et financier.

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.

This announcement does not constitute a recommendation concerning the Global Offer. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. Information in this announcement or any of the documents relating to the Global Offer cannot be relied upon as a guide to future performance. Potential investors should consult their professional advisors as to the suitability of the Global Offer for the persons concerned.

This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the Company's control and all of which are based on the Company's current beliefs and expectations about future events. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's business, results of operations, financial position, liquidity, prospects, growth, strategies and the oil and gas business. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance.

Each of the Joint Bookrunners is regulated in the UK by the Financial Conduct Authority and is acting exclusively for the Company and no one else in connection with the Global Offer and will not regard any other person as its client in relation to the Global Offer and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for giving advice in relation to the Global Offer or the contents of this announcement or any transaction, arrangement or other matter referred to herein.

None of the Joint Bookrunners 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 the Company, 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.

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.

 

END

 

 

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