Update on terms of proposed capital restructuring

RNS Number : 1134Z

Igas Energy PLC

10 March 2017

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM

ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF

THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

10 March 2017

IGas Energy plc (AIM: IGAS)

("IGas" or the "Company")

Update on terms of a proposed capital restructuring

IGas is pleased to announce an update to its restructuring discussions. On 1 March 2017, IGas announced that it was in well-progressed discussions in relation to a potential investment of US$35 million of equity from Kerogen Capital, together with a proposed capital restructuring of the Company which included seeking additional equity funding and a restructuring of the Company's secured and unsecured bonds.

Since that announcement, all of the bondholders that the Company has spoken to have indicated their support to the terms set out below which, if approved, would result in a substantial deleveraging of the business alongside the investment from Kerogen Capital. The Company has received indications of support from approximately 66⅔% of the secured bondholders and approximately 40% of the unsecured bondholders.

The Company will seek to raise additional equity funding of up to US$30 million and existing shareholders will be given the opportunity to participate in an open offer at a placing price of 4.5p per share (the "Issue Price").

The Company believes that this new capital structure would be sustainable in the current oil price environment such that the Company is well positioned to capitalise on value accretive opportunities alongside its US$230 million carried work programme.

Key highlights:

·      proposed new equity investment of up to US$35 million by the issue of new ordinary shares to Kerogen Capital at the Issue Price, as a new investor (subject to potential adjustment to achieve a resultant interest of 28%) (the "Kerogen Subscription");

·      proposed additional equity raise of up to US$30 million by way of a placing of shares with institutional and other investors in exchange for new ordinary shares at the Issue Price (the "Placing");

·      proposed open offer to existing shareholders by the issue of new ordinary shares at the Issue Price (the "Open Offer");

·      proposed subscription by certain of the directors to raise approximately US$900,000  by the issue of new ordinary shares at the Issue Price (the "Ancillary Subscription", together with the Kerogen Subscription, the Placing and the Open Offer, the "Fundraising");

·      proposed debt for equity swap of:

o  Secured Bonds tendered by holders (pursuant to a voluntary equity exchange and, to the extent that there is a shortfall, pro rata through bondholder vote); and

o  all of the Unsecured Bonds ("the Unsecured Bondholder Transactions");

·      proposed cash offer to holders of Secured Bonds: cancellation of Secured Bonds in consideration for a cash payment (voluntary cash offer and, to the extent that there is a shortfall, pro-rata pursuant to a bondholder vote) to holders of the Company's Secured Bonds to reduce gross debt (together with, among other things, the proposed debt for equity swap described above in respect of the Secured Bonds and certain amendments to the terms of the Secured Bonds, the "Secured Bondholder Transactions");

·      proposed reduction in the Company's net debt from c. US$120 million to not more than US$20 million;

·      proposed renegotiated set of terms and conditions and covenants for the Secured Bonds remaining post-restructuring which, in the opinion of the Board, should give the Company capacity to operate on a sustainable basis in the current oil price environment and advance the business with lower levels of financial constraint; and

·      the proposed Fundraising and Bondholder Transactions (as defined below) are subject to agreement of definitive documentation, so there is no certainty that any transaction will be forthcoming.

Background

As has been previously announced, the Company forecasts a breach of its liquidity covenants under the Bond Agreements in late March 2017.  If the proposed Fundraising and Bondholder Transactions are approved, the revised capital restructuring would be implemented and the forecast liquidity covenant breaches would be remedied or waived in full by the secured bondholders.

The Company issued US$165,000,000 of Secured Bonds in March 2013 and US$30,000,000 of Unsecured Bonds in December 2013 when the price of oil was c.US$110/bbl. Over the course of the last two years, the Company has been de-leveraging its balance sheet through a combination of farm outs and Bond buy backs as well as through the amortisation of the Secured Bonds. As at 31 January 2017, net debt was c.US$120 million, comprising net Bonds outstanding of c.US$153 million and cash of US$31 million. Despite the oil price improving considerably from lows in the first quarter of 2016 and the de-leveraging of the Company's balance sheet, the Board considers that significant adjustments to the Company's capital structure remain necessary to achieve a capital structure that is sustainable in the current oil price environment, as well as enabling the Company to capitalise on value accretive opportunities in the future. As has been previously announced, the Company's current forecasts project non-compliance with its leverage covenants as at 31 December 2016, when its audited financial statements are delivered to the Bond Trustee.

The principal purposes of the proposed Fundraising and the Bondholder Transactions are to (i) remedy the Company's breach of its daily liquidity covenants forecast to arise at the end of March 2017 when the next amortisation and interest payment is due in respect of the Secured Bonds; (ii) resolve the forecast leverage covenant breach; and (iii) significantly de-leverage the Company by significantly reducing its net debt.  This would remove the potential risk of bondholder enforcement as result of such breaches and provide a stable platform by extending the maturity of the remaining Secured Bonds. 

Completion of the proposed Fundraising and Bondholder Transactions would, if they are implemented in full, result in a reduction of net debt from c. US$120 million to not more than US$20 million following completion.  The Fundraising and the Bondholder Transactions would be inter-conditional and in each case would be conditional on the approval by the requisite majorities of shareholders, unsecured and secured bondholders and the approvals of Kerogen Capital.

The use of proceeds of the Fundraising would not be restricted save as otherwise set out in the Voluntary Cash Offer (as defined below), but is expected to include payments to the secured bondholders pursuant to the Voluntary Cash Offer, IGas' share of capex in respect of its conventional and shale assets and for general corporate purposes.

In structuring the Fundraising and the Bondholder Transactions, the Company has carefully considered the interests of all of its stakeholders, in light of their relative priorities in the capital structure, and the Board is of the view that this proposed transaction is in the best interests of the Company's stakeholders.

Stephen Bowler, CEO of IGas, commented:

"Further to the announcement last week of the potential US$35 million equity investment by Kerogen Capital, we are pleased to announce the proposed revised bond terms and support from our bondholders. Upon completion of the potential equity fundraisings and the bondholder transactions, the Group would have a strong balance sheet in this oil price environment enabling the Group to focus on delivering the significant potential of our production and development assets." 

 

Details of the Kerogen Subscription

It is proposed that Kerogen Capital would invest up to US$35 million to subscribe for new ordinary shares to be issued by the Company at the Issue Price resulting in an interest of 28% of the Company's "Enlarged Share Capital" (i.e. the share capital of the Company at admission following the Kerogen Subscription, the proposed Unsecured Bondholder Transactions and Secured Bondholder Transactions, the Ancillary Subscription, the Placing and the Open Offer).

The proposed Kerogen Subscription would be conditional upon, among other things, the Bondholder Resolutions (as defined below) being passed (and the Bondholder Transactions becoming effective); the passing of the necessary shareholder resolutions at the general meeting (the "Shareholder Resolutions");the Ancillary Subscription, the Placing and Open Offer all having become unconditional in all respects and the approvals of Kerogen Capital.

To the extent that (an admission of the new ordinary shares pursuant to the Kerogen Subscription, the Ancillary Subscription, the Placing,  the Open Offer and the proposed Unsecured Bondholder Transactions and Secured Bondholder Transactions), the Kerogen Capital investment results in a shareholding level below 28% of the Enlarged Share Capital, Kerogen Capital may elect to subscribe for additional new ordinary shares (at a nominal value of 0.0001p, subject to approval by shareholders of a sub-division of the existing ordinary shares), in order to increase its holding to 28%.  As part of the terms of the Kerogen Subscription it is expected that Kerogen Capital would have certain rights to nominate up to two directors for appointment to the board of directors of the Company as well as one director to each of the committees of the board.  It would also be intended to create a new technical and operating committee of management to review and consider technical and operational matters, and that Kerogen Capital would have the right to appoint a representative to such committee.  It is also expected that Kerogen Capital will have certain information rights in the Company, subject always to applicable law and regulation.

Further details of the proposed Kerogen Subscription will be set out in a further announcement to be made by the Company, and in a circular to shareholders which it is expected would be made available on or about 16 March 2017, subject to definitive documentation being agreed.

Details of the proposed Ancillary Subscription

Certain directors have indicated their intent to enter into subscription letters with the Company to subscribe for a total of 15,777,778 new ordinary shares at the Issue Price to raise up to approximately US$900,000.

The proposed Ancillary Subscription will be conditional upon, among other things, the Bondholder Resolutions being passed (and the Bondholder Transactions becoming effective); the Shareholder Resolution being passed; and the Kerogen Subscription, the Placing and Open Offer all having become unconditional in all respects.

Further details of the proposed Ancillary Subscription would be set out in a further announcement to be made by the Company and in a circular to shareholders which it is expected would be made available on or about 16 March 2017, subject to definitive documentation being agreed.

Cuth McDowell does not intend to subscribe under the Ancillary Subscription for new ordinary shares but instead has undertaken to tender US$240,000 of Secured Bonds in the Voluntary Equity Exchange (as defined below) and accordingly expects to acquire up to 4,383,081 new ordinary shares in connection with the proposed capital restructuring.

Details of the proposed Placing

The Company intends to conduct a placing of up to 547,900,000 new ordinary shares with institutional and other investors at the Issue Price to raise up to US$30 million (£24.7 million) before expenses.

The Issue Price represents a discount of 27.4 per cent. to the middle market closing price of the Company's ordinary shares on 9 March 2017 which was 6.20p.

Further details of the proposed Placing are expected to be announced in due course subject to the agreement of definitive documentation.  The proposed Placing, would be conditional upon, among other things, the Bondholder Resolution being passed (and the Bondholder Transactions becoming effective); the Shareholder Resolution being passed; and the Kerogen Subscription, the Ancillary Subscription and Open Offer all having become unconditional in all respects.

The proposed Open Offer

It is proposed that qualifying existing holders of ordinary shares (the "Qualifying Shareholders") would be given the opportunity to subscribe in an Open Offer at the Issue Price, pro rata to their holdings of existing ordinary shares on the Record Date on the basis of:

3 Open Offer shares for every 10 existing ordinary shares

It is also proposed that Qualifying Shareholders would be given the opportunity, provided that they take up their Open Offer entitlements in full, to apply for excess shares through the excess application facility. Applications for excess shares would be limited to a further 100% of a shareholder's open offer entitlement.

It is proposed that the Open Offer shares would be allotted and issued conditional upon, among other things, the Bondholder Resolution being passed (and the Bondholder Transactions becoming effective); the Shareholder Resolution being passed; and the Kerogen Subscription, the Ancillary Subscription and the Placing all having become unconditional in all respects. The Open Offer is not proposed to be underwritten. Accordingly, if the Open Offer does not become unconditional, no Open Offer shares would be issued and all monies received by the Registrars would be returned to the applicants (at the applicants' sole risk), without payment of interest, as soon as practicable following the lapse of the Open Offer.

Further details of the Open Offer and the terms and conditions on which it is proposed to be made, will be set out in a further announcement to be made by the Company and in a circular to shareholders which it is expected will be made available on or about 16 March 2017, subject to definitive documentation being agreed.

Assuming full take-up under the Open Offer, the issue of the Open Offer shares would raise further proceeds of approximately US$5.1 million (c.£4 million (being less than €5 million)) for the Company.

Details of the proposed Bondholder Transactions

The restructuring to be proposed by the Company is expected to include the following transactions in respect of the Secured Bonds and Unsecured Bonds, each of which are proposed to be inter-conditional with the Fundraising (such that none of the below transactions would occur unless each of them is implemented and the Fundraising is approved and implemented).  Together the transactions set out below are the "Bondholder Transactions". The Bondholder Transactions (except the Voluntary Equity Exchange and Voluntary Cash Offer (as defined below)) will require the approval of 66⅔% of those present and voting at each of the meetings of the secured bondholders and of the unsecured bondholders.

Unsecured Bonds

The total outstanding principal amount of Unsecured Bonds shall be released in full (and the unsecured bondholders shall agree to waive any accrued and unpaid interest on the Unsecured Bonds to the completion date) in consideration for new ordinary shares in the Company (issued at the Issue Price) at a conversion price of 62.5% of par value of the Unsecured Bonds.

All Unsecured Bonds held by the Company shall be cancelled in full for nil consideration.

Secured Bonds

All Secured Bonds held by the Company shall be cancelled.

An amount of Secured Bonds equal to the Secured Bond Conversion Minimum (as defined below) shall be cancelled and exchanged for ordinary shares in the Company.  This is proposed to take place by way of (i) below only or through both (i) and (ii) below:

(i) Voluntary Equity Exchange:

Voluntary Equity Exchange by way of an invitation by the Company to the secured bondholders to offer their Secured Bonds for sale to the Company at a fixed price of 100% of par value. No cash shall be payable to the secured bondholders who have offered their Secured Bonds for sale and whose offer the Company has accepted, but ordinary shares shall be issued at the Issue Price to such secured bondholders at an all-in fixed price of 100% of the par value of the Secured Bonds (in full or on a pro rata basis), based on the Exchange Rate (as defined below).  Any Secured Bonds (including accrued interest thereon) re-purchased or exchanged for equity shall be cancelled in full. To the extent that the principal amount of the Secured Bonds offered exceed the Secured Bond Conversion Minimum, the Company may elect whether to accept such offers in part or in full, up to the Maximum Equity Conversion Amount (as defined below).

"Secured Bond Conversion Minimum" means US$50 million face value of Secured Bonds less an amount equal to 50% of the proceeds of the Fundraising (excluding the proceeds of the Open Offer and the proceeds of the Kerogen Subscription).

"Maximum Equity Conversion Amount" means US$60 million face value of Secured Bonds less an amount equal to 50% of the proceeds of the Fundraising (excluding the proceeds of the Open Offer and the proceeds of the Kerogen Subscription).

"Exchange Rate" means 1.2167 being the closing exchange rate on 9 March 2017 as shown on Bloomberg.

(ii)  Bondholder vote on a pro rata basis:

To the extent that the Secured Bond Conversion Minimum has not been achieved and results in a shortfall, a resolution of at least 66⅔% of the voting bonds (represented at a Bondholders' Meeting) shall approve the re-purchase and cancellation on a pro rata basis in an amount equal to the shortfall of the remaining Secured Bonds (excluding those Secured Bonds which have been accepted for re-purchase or exchanged for equity under the Voluntary Equity Exchange). Each such secured bondholder (excluding the Company as a secured bondholder) shall be allocated ordinary shares in the Company at the Issue Price for a value equal to a fixed all-in price of 100% of par value for each US$1 of Secured Bonds released. 

Any Secured Bonds (including any accrued interest thereon) re-purchased or exchanged for equity shall be cancelled in full. The Company as a secured bondholder shall not be issued shares. 

The minimum number of Secured Bonds which can be tendered or exchanged for equity (through the bondholder vote) by individual secured bondholders is expected to be no less than the equivalent of €100,000 in dollars as at completion.

Cash Offer

An amount of Secured Bonds equal to the Secured Bond Cash Cancellation Minimum shall be cancelled and exchanged for cash on the terms below. This will take place by way of (i) below only or through both (i) and (ii) below:

(i)     Voluntary Cash Offer:

Voluntary Cash Offer by way of an invitation by the Company to the secured bondholders to offer their Bonds for sale to the Company at a fixed price of 100% of par value. 

The Company shall re-purchase an amount equal to the Secured Bond Cash Cancellation Minimum from those secured bondholders who have offered their Secured Bonds for sale and whose offer the Company has accepted (in full or on a pro-rata basis) at a fixed all-in price of 100% of par value of the Secured Bonds. 

To the extent that the principal amount of Secured Bonds offered exceed the Secured Bond Cash Cancellation Minimum and would, if accepted, not require more than the Excess Cash Amount (as defined below) to be paid to such bondholders, the Company shall accept the offers in excess of the Secured Bond Cash Cancellation Minimum in full.

To the extent that the principal amount of Secured Bonds Offered exceed the Secured Bond Cash Cancellation Minimum and would, if accepted, require more than the Excess Cash Amount to be paid to such Bondholders, the Company shall accept such additional offers in full (or in part) up to the Excess Cash Amount and shall elect, in its absolute discretion, whether to accept the offers in excess of the Excess Cash Amount (and shall be entitled to accept them in full or in part at its absolute discretion).

The Secured Bonds (including any accrued interest thereon) re-purchased in the Voluntary Cash Offer shall be cancelled in full.

Secured Bond Cash Cancellation Minimum means:

(a)  US$30 million (face value); or

(b) if the amount of Secured Bonds tendered and accepted through the Voluntary Equity Exchange (at (i) above) exceeds the Secured Bond Conversion Minimum: US$30 million less 50% of such excess.

Excess Cash Amount means the total net proceeds of the Fundraising (excluding the Open Offer and the proceeds of the Kerogen Subscription);

 (ii)     Bondholder vote on a pro rata basis: pro-rata allocation (to the extent the Secured Bond Cash Cancellation Minimum was not achieved in the Voluntary Cash Offer).

To the extent that the Secured Bond Cash Cancellation Minimum has not been achieved, a resolution of at least 66⅔% of the voting bonds (represented at a bondholders' meeting) shall approve the re-purchase and cancellation on a pro rata basis in an amount equal to the shortfall of the remaining Secured Bonds (excluding those Secured Bonds which have been accepted for re-purchase under the Voluntary Cash Offer).

Each such secured bondholder (excluding the Company as a secured bondholder) shall be paid a fixed all-in price of 100% of par value. 

Any Secured Bonds (including any accrued interest thereon) re-purchased shall be cancelled in full.

The Company shall use any or a combination of the following for settlement of the Voluntary Cash Offer (pursuant to (i) or (ii) above): (i) proceeds from the Kerogen Subscription; (ii) proceeds from the Placing; (iii) proceeds from the Ancillary Subscription; and/or (iii) any other cash available in the business.

Amendments to Secured Bonds

The balance of the Secured Bonds to be amended by way of bondholder resolution (of at least 66⅔% of the voting Secured Bonds represented at a bondholders' meeting) to include the following terms:

·              Term extended to 30 June 2021;

·              Interest 8% p.a. (effective from 23 March 2017) payable each 6 months on 22 September and 22 March each year;

·              Amortisation year 1: 2.5% (outstanding principal amount at completion) payable on 22 September 2017 and 22 March 2018;

·              Amortisation year 2 onwards: 5% (outstanding principal amount at completion) payable each 6 months on 22 September and 22 March each year;

·              Repayment in full at maturity: outstanding balance repayable at maturity;

·              Amortisation suspended if Brent Crude oil price is less than US$50 per barrel (calculated by reference to the average Brent Crude price in 6 months period immediately preceding the amortisation payment date);

·              Minimum liquidity covenant of US$7.5 million;

·              Leverage covenant: ratio of no more 3.5x;

·              No other financial covenants;

·              Debt service retention account removed and amounts released to Company;

·              Amendments to change of control put option to allow the Kerogen Capital  to hold more than 30% of the ordinary shares in the Company;

·              All prepayment premia to be removed.  Prepaid amounts to be applied in order of maturity; and

·              Mandatory offer in respect of disposal proceeds to be set at a threshold of US$20 million with 50% of net proceeds in excess of this to be offered to the secured bondholders for redemption.

Secured Bonds - Interest and Amortisation

Interest accrued up to 22 March 2017 on the Secured Bonds and amortisation payment due to be paid on that date shall be paid in full in cash on 22 March 2017. 

Interest accrued after 22 March 2017 will be waived in respect of any Secured Bonds cancelled following the debt for equity swap or cash offer described above.

Equity ownership limit

To the extent that any bondholder would receive more than 24.9% of the Enlarged Share Capital, the Company will only issue new ordinary shares to such bondholder to the extent that it would not result in such bondholder holding in excess of 24.9% of the Enlarged Share Capital.  Such bondholder(s) would be entitled to nominate other entities to receive the excess new ordinary shares that could not be allocated to them as a consequence of the restriction set out above.

Approvals required for the Bondholder Transactions 

The Fundraising will be conditional on the requisite majority of secured bondholders consenting to the Secured Bondholder Transactions and the requisite majority of unsecured bondholders consenting to the Unsecured Bondholder Transactions, for which separate votes will be held pursuant to the terms of the bondholder summons.

To approve the Bondholder Transactions, bondholders representing at least of 66⅔% of the voting Secured Bonds (excluding Secured Bonds held by the Company) and of 66⅔% of the voting Unsecured Bonds (excluding Unsecured Bonds held by the Company) must vote in favour of the resolutions set out in the bondholder summons (the "Bondholder Resolutions"). In order to be quorate, at least 50% of the secured bondholders and 50% of the unsecured bondholders must attend in person or by proxy at the relevant bondholder meeting.

The Bondholder Transactions would only become effective if the requisite majority of secured bondholders consent to the Secured Bondholder Transactions and the requisite majority of unsecured bondholders consent to the Unsecured Bondholder Transactions and would be conditional, among other things, upon the completion of the Fundraising and admission.

Current support for Bondholder Transactions

The Company has received indications of support from approximately 66⅔% of the secured bondholders and approximately 40% of the unsecured bondholders.

Completion Date

Assuming that the Bondholder Transactions are duly approved by the requisite majorities of secured and unsecured bondholders and subject to the completion of the Fundraising, the Bondholder Transactions would be formally implemented in early April 2017 in the order described above.

It should be noted that the proposals set out above are subject to the agreement of definitive documentation. There is therefore no certainty that such definitive documentation will be agreed, and therefore no certainty that either the Fundraising or the Bondholder Transactions will proceed.

For further information please contact:

IGas Energy plc

Tel: [phone]

Stephen Bowler, Chief Executive Officer

Julian Tedder, Chief Financial Officer

Ann-marie Wilkinson, Director of Corporate Affairs

Investec Bank plc (NOMAD and Joint Corporate Broker)

Tel: [phone]

Sara Hale/Jeremy Ellis/George Price

Canaccord Genuity (Joint Corporate Broker)

Tel: [phone]

Henry Fitzgerald-O'Connor

Vigo Communications

Tel: [phone]

Patrick d'Ancona/Chris McMahon

Important Notice

This Announcement and the information contained in it is restricted and is not for release, publication or distribution, directly or indirectly, in whole or in part, in, into or from the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia, collectively the "United States"), Australia, Canada, Japan or South Africa or any other jurisdiction in which the same would constitute a violation of the relevant laws or regulations of that jurisdiction (each a "Restricted Territory").

This Announcement is for information purposes only and does not constitute, or form part of, any offer or invitation to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for, shares or any other securities of the Company (or any other entity) or the solicitation of any vote or approval in any Restricted Territory or in any other jurisdiction in which the same would constitute a violation of the relevant laws or regulations of that jurisdiction or to any person to whom it is unlawful to make such offer, invitation or solicitation. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Subject to certain exemptions, the securities referred to herein may not be offered or sold in any Restricted Territory or for the account or benefit of any national resident or citizen of any Restricted Territory. The Company's shares and any other securities referred to in this Announcement have not been and will not be registered under the United States Securities Act of 1933, as amended ("Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in the United States absent registration under the Securities Act or an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or jurisdiction of the United States. Any offering of shares or any other securities of the Company to be made in the United States will be made only to a limited investors pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and outside the United States in "offshore transactions" as defined in, and in reliance on, Regulation S under the Securities Act.

This Announcement has been issued by, and is the sole responsibility, of the Company. No representation or warranty express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Investec Bank plc or Canaccord Genuity or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

Investec Bank plc ("Investec"), which is authorised by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the FCA and the PRA, is acting solely for the Company and no-one else in connection with the Fundraising and Bondholder Transaction and will not regard any other person as a client in relation to the Fundraising and the Bondholder Transactions will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Fundraising or any other matter referred to herein.  Its responsibilities as the Company's nominated adviser and joint broker under the AIM Rules for Companies and the AIM Rules for Nominated Advisers are owed to the London Stock Exchange and the Company and not to any other person including, without limitation, in respect of any decision to acquire New Ordinary Shares in reliance on any part of this announcement.  Investec has not authorised the contents of, or any part of, this announcement and no liability whatsoever is accepted by Investec nor does it make any representation or warranty, express or implied, for the accuracy or completeness of any information or opinion contained in this announcement or for the omission of any information.  Nothing in this document shall be relied upon as a promise or representation in this respect, whether as to the past or the future.  Investec expressly disclaims all and any responsibility or liability, whether arising in tort, contract or otherwise which it might otherwise have in respect of this announcement.

Canaccord Genuity Limited ("Canaccord"), which is authorised by the FCA, is acting exclusively for the Company and no-one else in connection with the Fundraising and the Bondholder Transactions and will not regard any other person as a client in relation to the Fundraising and the Bondholder Transactions and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Fundraising or any other matter referred to herein.  Its responsibilities as joint broker to the Company are owed to the London Stock Exchange and the Company and not to any other person including, without limitation, in respect of any decision to acquire New Ordinary Shares in reliance on any part of this announcement.  Canaccord has not authorised the contents of, or any part of, this announcement and no liability whatsoever is accepted by Canaccord nor does it make any representation or warranty, express or implied, for the accuracy or completeness of any information or opinion contained in this announcement or for the omission of any information.  Nothing in this document shall be relied upon as a promise or representation in this respect, whether as to the past or the future.  Canaccord expressly disclaims all and any responsibility or liability, whether arising in tort, contract or otherwise which it might otherwise have in respect of this announcement.

No public offering of shares is being made in the United Kingdom, any Restricted Territory or elsewhere. The distribution of this Announcement and the offering of the Company's shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, Investec Bank plc or Canaccord Genuity that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company, Investec Bank plc and Canaccord Genuity to inform themselves about, and to observe, such restrictions.

The information in this Announcement 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 Securities Act or the applicable laws of other jurisdictions.

There are matters set out within this Announcement that are forward-looking statements. Such statements are only predictions, and actual events or results may differ materially. For a discussion of important factors which could cause actual results to differ from forward-looking statements, refer to the Company's Annual Report and Accounts for the nine months to 31 December 2015. The Company does not undertake any obligation to update publicly, or revise, forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement. No statement in this Announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial periods will necessarily match or exceed the historical or published earnings of the Company. The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares.

It is expected that any shares in the Company to be issued pursuant to the Fundraising and Bondholder Transactions will not be admitted to trading on any stock exchange other than to trading on AIM, a market operated by the London Stock Exchange. This Announcement is not an offering document, prospectus, prospectus equivalent document or AIM admission document. Investors should not subscribe for or acquire shares or other securities referred to in this Announcement on the basis of the information contained herein. It is expected that no offering document, prospectus, prospectus equivalent document or AIM admission document will be required in connection with the Fundraising and Bondholder Transactions and no such document has been or will be prepared or submitted to be approved by the Financial Conduct Authority or submitted to the London Stock Exchange in relation to the Fundraising and Bondholder Transactions.

Neither the content of the Company's website nor any links on the Company's website is incorporated in, or forms part of, this Announcement.

 

END

 

 

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